Common use of Special Allocations Clause in Contracts

Special Allocations. (a) Notwithstanding any of the provisions of Section 4.1 to the contrary: (i) If during any Fiscal Period of the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to Member Nonrecourse Deductions, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject to such Member Nonrecourse Debt and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulations. (ii) If for any Fiscal Period of the Company there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities, each Member shall be allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable Treasury Regulations. Nonrecourse Deductions shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulations. (iii) If for any Fiscal Period of the Company there is a net decrease in Minimum Gain attributable to a Member Nonrecourse Debt, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s Adjusted Capital Account. All Net Losses in excess of the limitation set forth in this Section 4.2(b) shall be allocated to Members with positive Adjusted Capital Account balances remaining at such time in proportion to such positive balances. (c) In the event that a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Account, items of Company income and gain shall be allocated to that Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation Period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d) shall be made only if and to the extent that such Member would have a deficit balance in its capital account after all other allocations provided for in this Article IV have been tentatively made as if Section 4.2(c) and this Section 4.2(d) were not in this Agreement. (e) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units. (f) If, as a result of an exercise of a noncompensatory warrant, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x). (g) The allocations set forth in subsections (a) through (c) of this Section 4.2 (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 that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding any other provisions of this Article IV (other than the Regulatory Allocations), the Board shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, equal to the amount such Member would have been allocated if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v). (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Units.

Special Allocations. (a) Notwithstanding any of the provisions of Section 4.1 to the contrary: (i) If during any Fiscal Period fiscal year of the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to Member Nonrecourse Deductions, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period year (consisting first of cost recovery or depreciation deductions with respect to property that is subject to such Member Nonrecourse Debt and then, if necessary, a pro-pro rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent periodyear) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulations. (ii) If for any Fiscal Period fiscal year of the Company there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities, each Member shall be allocated items of Company income and gain for such period year (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-pro rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable Treasury Regulations. Nonrecourse Deductions shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulations. (iii) If for any Fiscal Period fiscal year of the Company there is a net decrease in Minimum Gain attributable to a Member Nonrecourse Debt, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company income and gain for such period year (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-pro rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article ARTICLE IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such a Member without causing or increasing a deficit balance in the Member’s Adjusted Capital AccountAccount balance. All Net Losses in excess of the limitation limitations set forth in this Section 4.2(b) shall be allocated to Members with positive Adjusted Capital Account balances remaining at such time in proportion to such positive balances. In the event an allocation of Net Losses has been made to any Member(s) pursuant to the terms of this Section 4.2(b), Net Profits shall be allocated to such Member(s), in proportion to the amount of such allocation of Net Losses, until such Member(s) receive an allocation of Net Profits equal to such amount of Net Losses allocated pursuant to the terms of this Section 4.2(b). (c) In the event that a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Account, items of Company income and gain shall be allocated to that Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation Period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d) shall be made only if and to the extent that such Member would have a deficit balance in its capital account after all other allocations provided for in this Article IV have been tentatively made as if Section 4.2(c) and this Section 4.2(d) were not in this Agreement. (e) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units. (f) If, as a result of an exercise of a noncompensatory warrant, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x). (ge) The allocations set forth in subsections (a) through (cd) of this Section 4.2 (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 that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g4.2(e). Therefore, notwithstanding any other provisions of this Article ARTICLE IV (other than the Regulatory Allocations), the Board shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, the net amount of allocations to each Member Member’s Adjusted Capital Account balance is, to the extent possible, equal to the amount Adjusted Capital Account balance such Member would have been allocated had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 4.1, 4.1 and the remaining subsections of this Section 4.2 and Section 7.1(b)(v)4.2. (hf) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Units.

Special Allocations. (a) Notwithstanding any of the provisions of Section 4.1 to the contrary: (i) If during any Fiscal Period fiscal year of the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to Member Nonrecourse Deductions, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period year (consisting first of cost recovery or depreciation deductions with respect to property that is subject to such Member Nonrecourse Debt and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent periodyear) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulations. (ii) If for any Fiscal Period fiscal year of the Company there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities, each Member shall be allocated items of Company income and gain for such period year (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable Treasury Regulations. Nonrecourse Deductions shall be allocated to the Members as determined by the Board, in accordance with their respective Sharing Ratios to the extent permitted by the Treasury Regulations. (iii) If for any Fiscal Period fiscal year of the Company there is a net decrease in Minimum Gain attributable to a Member Nonrecourse Debt, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company income and gain for such period year (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such a Member without causing or increasing a deficit balance in the Member’s Adjusted Capital AccountAccount balance. All Net Losses in excess of the limitation limitations set forth in this Section 4.2(b) shall be allocated to Members with positive Adjusted Capital Account balances remaining at such time in proportion to such positive balances. (c) In the event that a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Account, items of Company income and gain shall be allocated to that Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation Periodallocation period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided provided, that an allocation pursuant to this Section 4.2(d) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account after all other allocations provided for in this Article IV have been tentatively made as if Section 4.2(c) and this Section 4.2(d) were not in this Agreement. (e) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units. (f) If, as a result of an exercise of a noncompensatory non-compensatory warrant, a Capital Account reallocation is required under Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3) (as such Treasury Regulations may be amended or modified), the Company shall make corrective allocations pursuant to Proposed Treasury Regulation Regulations Section 1.704-1(b)(4)(x), as such Treasury Regulations may be amended or modified. (gf) The allocations set forth in subsections (a) through (ce) of this Section 4.2 (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 that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g4.2(f). Therefore, notwithstanding any other provisions of this Article IV (other than the Regulatory Allocations), the Board shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, equal to the amount such Member would have been allocated if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 4.1, 4.1 and the remaining subsections of this Section 4.2 and Section 7.1(b)(v)4.2. (hg) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Units.

Special Allocations. (a) Notwithstanding any of the provisions of Section 4.1 to the contrary: (i) If during any Fiscal Period of the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to Member Nonrecourse Deductions, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject to such Member Nonrecourse Debt and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulations. (ii) If for any Fiscal Period of the Company there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities, each Member shall be allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable Treasury Regulations. Nonrecourse Deductions shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulations. (iii) If for any Fiscal Period of the Company there is a net decrease in Minimum Gain attributable to a Member Nonrecourse Debt, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s Adjusted Capital Account. All Net Losses in excess of the limitation set forth in this Section 4.2(b) shall be allocated to Members with positive Adjusted Capital Account balances remaining at such time in proportion to such positive balances. (c) In the event that a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Account, items of Company income and gain shall be allocated to that Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation Period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d) shall be made only if and to the extent that such Member would have a deficit balance in its capital account after all other allocations provided for in this Article IV have been tentatively made as if Section 4.2(c) and this Section 4.2(d) were not in this Agreement. (e) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units. (f) If, as a result of an exercise of a noncompensatory warrant, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x). (g) The allocations set forth in subsections (a) through (c) of this Section 4.2 (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 that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding any other provisions of this Article IV (other than the Regulatory Allocations), the Board shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, equal to the amount such Member would have been allocated if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v7.1(b)(iv). (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Units.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member as of the last day of such Fiscal Year or other taxable period. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 4.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 4.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This section is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this Agreement except Section 4.2(c), if there is a net decrease in Member Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 4.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 4.2(a) and Section 4.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b4.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 4.2(c) and Section 4.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d4.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article IV have been tentatively made as if this Section 4.2(f) were not in this Agreement. This Section 4.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (g) If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain and Simulated Gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 4.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV have been tentatively made as if Section 4.2(c4.2(f) and this Section 4.2(d4.2(g) were not in this Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrant, a Capital Account reallocation is required under gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), 1(b)(2)(iv)(m)(2) if such section applies or to the Company shall make corrective allocations pursuant Member to whom such distribution was made if Treasury Regulation Regulations Section 1.704-1(b)(4)(x)1(b)(2)(iv)(m)(4) applies. (gi) Simulated Depletion for each Depletable Property, and Simulated Loss for Depletable Property upon the disposition of such Depletable Property, shall be allocated among the Members in proportion to their shares of Simulated Basis in such Depletable Property. (j) The allocations set forth in subsections (aSections 4.2(a) through Section 4.2(i) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. This Section 4.2(j) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v)shall be interpreted in a manner consistent therewith. (hk) In the event Units are issued to Items of income, gain, loss, expense or credit resulting from a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction Covered Audit Adjustment shall be allocated to the Members in proportion to accordance with the positive balances in their Capital Accounts immediately before applicable provisions of the issuance of such UnitsPartnership Tax Audit Rules.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member as of the last day of such Fiscal Year or other taxable period. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This section is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this ARTICLE V have been tentatively made as if this Section 5.2(f) were not in this Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii) (d) and shall be interpreted consistently therewith. (g) If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV ARTICLE V have been tentatively made as if Section 4.2(c5.2(f) and this Section 4.2(d5.2(g) were not in this Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrant, a Capital Account reallocation is required under gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), 1(b)(2)(iv)(m)(2) if such section applies or to the Company shall make corrective allocations pursuant Member to whom such distribution was made if Treasury Regulation Regulations Section 1.704-1(b)(4)(x)1(b)(2)(iv)(m)(4) applies. (gi) The allocations set forth in subsections (aSection 5.2(a) through Section 5.2(h) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV ARTICLE V (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. This Section 5.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v). (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members interpreted in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Unitsa manner consistent therewith.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member as of the last day of such Fiscal Year or other taxable period. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This section is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.2(f) were not in this Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (g) If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain and Simulated Gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV V have been tentatively made as if Section 4.2(c5.2(f) and this Section 4.2(d5.2(g) were not in this Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrant, a Capital Account reallocation is required under gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), 1(b)(2)(iv)(m)(2) if such section applies or to the Company shall make corrective allocations pursuant Member to whom such distribution was made if Treasury Regulation Regulations Section 1.704-1(b)(4)(x)1(b)(2)(iv)(m)(4) applies. (gi) Simulated Depletion for each Depletable Property, and Simulated Loss for Depletable Property upon the disposition of such Depletable Property, shall be allocated among the Members in proportion to their shares of Simulated Basis in such Depletable Property. (j) The allocations set forth in subsections (aSections 5.2(a) through 5.2(i) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV V (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. This Section 5.2(j) is intended to minimize to the extent possible and to the extent necessary any economic distortions that may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v)shall be interpreted in a manner consistent therewith. (hk) In the event Units are issued to Items of income, gain, loss, expense or credit resulting from a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction Covered Audit Adjustment shall be allocated to the Members in proportion to accordance with the positive balances in their Capital Accounts immediately before applicable provisions of the issuance of such UnitsPartnership Tax Audit Rules.

Special Allocations. (a) Notwithstanding any of the provisions of Section 4.1 to the contrary: (i) If during any Fiscal Period fiscal year of the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to Member Nonrecourse Deductions, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period year (consisting first of cost recovery or depreciation deductions with respect to property that is subject to such Member Nonrecourse Debt and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent periodyear) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulations. (ii) If for any Fiscal Period fiscal year of the Company there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities, each Member shall be allocated items of Company income and gain for such period year (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable Treasury Regulations. Nonrecourse Deductions shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulations. (iii) If for any Fiscal Period fiscal year of the Company there is a net decrease in Minimum Gain attributable to a Member Nonrecourse Debt, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company income and gain for such period year (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such a Member without causing or increasing a deficit balance in the Member’s Adjusted Capital AccountAccount balance. All Net Losses in excess of the limitation limitations set forth in this Section 4.2(b) shall be allocated to Members with positive Adjusted Capital Account balances remaining at such time in proportion to such positive balances. In the event an allocation of Net Losses has been made to any Member(s) pursuant to the terms of this Section 4.2(b), Net Profits shall be allocated to such Member(s), in proportion to the amount of such allocation of Net Losses, until such Member(s) receive an allocation of Net Profits equal to such amount of Net Losses allocated pursuant to the terms of this Section 4.2(b). (c) In the event that a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Account, items of Company income and gain shall be allocated to that Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible; provided, however, that an allocation pursuant to this Section 4.2(c) 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 for in this Section 4.2 have been tentatively made as if this Section 4.2(c) were not in this Agreement. This Section 4.2(c) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation Periodfiscal period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided provided, however, that an allocation pursuant to this Section 4.2(d) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Adjusted Capital Account after all other allocations provided for in this Article IV Section 4.2 have been tentatively made as if Section 4.2(c) and this Section 4.2(d) were not in this Agreement. (e) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Internal Revenue Code Section 734(b) or Internal Revenue Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Company Interests, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Treasury Regulation Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (f) If any holder of Incentive Units forfeits all or a portion of such UnitsCompany Interests, such holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units. (f) If, as a result of an exercise of a noncompensatory warrant, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x)Interests. (g) The allocations set forth in subsections (a) through (ce) of this Section 4.2 (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 that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding any other provisions of this Article IV (other than the Regulatory Allocations), the Board shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, the net amount of allocations to each Member Member’s Adjusted Capital Account balance is, to the extent possible, equal to the amount Adjusted Capital Account balance such Member would have been allocated had if the Regulatory Allocations were not part of the this Agreement and all Company items were allocated pursuant to Section 4.1, 4.1 and the remaining subsections of this Section 4.2 and Section 7.1(b)(v)4.2. (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Units.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Taxable Year or other taxable period shall be specially allocated to the Members on a pro rata basis in accordance with the number of Common Units owned by each Member. The amount of Nonrecourse Deductions for a Taxable Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Taxable Year or other taxable period over the aggregate amount of any distributions during that Taxable Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Taxable Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one (1) Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this LLC Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Taxable Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Taxable Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Taxable Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This Section 5.2(c) is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this LLC Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable during any Taxable Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Taxable Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2 (d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This Section 5.2(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Taxable Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Taxable Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d5.2(f) shall be made only if and to the extent that such Member would have a deficit balance in its capital account an Adjusted Capital Account Deficit after all other allocations provided for in this Article IV Section 5.1 and Section 5.2 have been tentatively made as if Section 4.2(c) and this Section 4.2(d5.2(f) were not in this LLC Agreement. (e. This Section 5.2(f) If any holder of Incentive Units forfeits all or is intended to constitute a portion of such Units, such holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units. (f) If, as a result of an exercise of a noncompensatory warrant, a Capital Account reallocation is required qualified income offset under Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x). (g1(b)(2)(ii) The allocations set forth in subsections (a) through (c) of this Section 4.2 (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 that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding any other provisions of this Article IV (other than the Regulatory Allocations), the Board shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, equal to the amount such Member would have been allocated if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v). (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Unitsinterpreted consistently therewith.

Special Allocations. (a) Notwithstanding any of the provisions of Section 4.1 to the contrary: (i) If during any Fiscal Period fiscal year of the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to Member Nonrecourse Deductions, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period year (consisting first of cost recovery or depreciation deductions with respect to property that is subject to such Member Nonrecourse Debt and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent periodyear) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulations. (ii) If for any Fiscal Period fiscal year of the Company there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities, each Member shall be allocated items of Company income and gain for such period year (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable Treasury Regulations. Nonrecourse Deductions shall be allocated to the Members as determined by the Board, in accordance with their respective Sharing Ratios to the extent permitted by the Treasury Regulations. (iii) If for any Fiscal Period fiscal year of the Company there is a net decrease in Minimum Gain attributable to a Member Nonrecourse Debt, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company income and gain for such period year (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such a Member without causing or increasing a deficit balance in the Member’s Adjusted Capital AccountAccount balance. All Net Losses in excess of the limitation limitations set forth in this Section 4.2(b) shall be allocated to Members with positive Adjusted Capital Account balances remaining at such time in proportion to such positive balances. (c) In the event that a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Account, items of Company income and gain shall be allocated to that Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation Periodallocation period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided provided, that an allocation pursuant to this Section 4.2(d) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account after all other allocations provided for in this Article IV have been tentatively made as if Section 4.2(c) and this Section 4.2(d) were not in this Agreement. (e) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units. (f) If, as a result of an exercise of a noncompensatory non-compensatory warrant, a Capital Account reallocation is required under Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3) (as such Treasury Regulations may be amended or modified), the Company shall make corrective allocations pursuant to Proposed Treasury Regulation Regulations Section 1.704-1(b)(4)(x), as such Treasury Regulations may be amended or modified. (gf) The allocations set forth in subsections (a) through (ce) of this Section 4.2 (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 that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g4.2(f). Therefore, notwithstanding any other provisions of this Article IV (other than the Regulatory Allocations), the Board shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, equal to the amount such Member would have been allocated if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 4.1, 4.1 and the remaining subsections of this Section 4.2 and Section 7.1(b)(v)4.2. (hg) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Units. (h) To the extent that a Xxxx X. Xxxxx Transfers Units (directly or indirectly) to a Management Member (as contemplated pursuant to that certain Award Agreement dated as of [●]), any tax deduction claimed by the Company and its Subsidiaries attributable to the transfer of such Units to the Management Members shall be specially allocated to Xxxx X. Xxxxx.

Special Allocations. (a) Notwithstanding any of the provisions of Section 4.1 5.1 or this Section 5.2 to the contrary: (i) If If, during any Fiscal Period fiscal year of the Company Company, there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to Member Nonrecourse Deductions, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period year (consisting first of cost recovery or depreciation deductions with respect to property that is subject to such Member Nonrecourse Debt and then, if necessary, a pro-pro rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent periodyear) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulations. (ii) If If, for any Fiscal Period fiscal year of the Company Company, there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities, each Member shall be allocated items of Company income and gain for such period year (consisting first of gain recognized from the Transfer disposition of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-pro rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable Treasury Regulations. Nonrecourse Deductions shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulations. (iii) If If, for any Fiscal Period fiscal year of the Company Company, there is a net decrease in Minimum Gain attributable to a Member Nonrecourse Debt, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company income and gain for such period year (consisting first of gain recognized from the Transfer disposition of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-pro rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such a Member without causing or increasing a deficit balance in the Member’s Adjusted Capital AccountAccount balance. All Net Losses in excess of the limitation limitations set forth in this Section 4.2(b) 5.2 shall be allocated to Members with positive Adjusted Capital Account balances remaining at such time in proportion to such positive balances. (c) In the event that a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section §1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Account, items of Company income and gain shall be allocated to that Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation Period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d) shall be made only if and to the extent that such Member would have a deficit balance in its capital account after all other allocations provided for in this Article IV have been tentatively made as if Section 4.2(c) and this Section 4.2(d) were not in this Agreement. (e) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units. (f) If, as a result of an exercise of a noncompensatory warrant, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x). (g) The allocations set forth in subsections (a), (b) through (last sentence), and (c) of this Section 4.2 5.2 (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 that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g5.2(d). Therefore, notwithstanding any other provisions of this Article IV Section 5.2 (other than the Regulatory Allocations), the Board of Directors shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, the net amount of allocations to each Member Member’s Adjusted Capital Account balance is, to the extent possible, equal to the amount Adjusted Capital Account balance such Member would have been allocated had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 4.1, 5.1 and the remaining subsections of this Section 4.2 and Section 7.1(b)(v)5.2. (he) In the case of any property the Carrying Value of which differs from its adjusted tax basis, items of income, gain, loss and deduction shall, solely for income tax purposes, be allocated as required under Section 704(c) of the Internal Revenue Code and the applicable Treasury Regulations to take account of such difference. In making such allocations, the Board of Directors shall use such method or methods of allocation as it shall determine, in its absolute discretion, to be reasonable and in accord with applicable Treasury Regulations. (f) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Units.

Special Allocations. (a) Notwithstanding any of the provisions of Section 4.1 to the contrary: (i) If during any Fiscal Period fiscal year of the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to Member Nonrecourse Deductions, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period year (consisting first of cost recovery or depreciation deductions with respect to property that is subject to such Member Nonrecourse Debt and then, if necessary, a pro-pro rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent periodyear) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulations. (ii) If for any Fiscal Period fiscal year of the Company there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities, each Member shall be allocated items of Company income and gain for such period year (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-pro rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable Treasury Regulations. Nonrecourse Deductions shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulations. (iii) If for any Fiscal Period fiscal year of the Company there is a net decrease in Minimum Gain attributable to a Member Nonrecourse Debt, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company income and gain for such period year (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-pro rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such a Member without causing or increasing a deficit balance in the Member’s Adjusted Capital AccountAccount balance. All Net Losses in excess of the limitation limitations set forth in this Section 4.2(b) shall be allocated to Members with positive Adjusted Capital Account balances remaining at such time in proportion to such positive balances. In the event an allocation of Net Losses has been made to any Member(s) pursuant to the terms of this Section 4.2(b), Net Profits shall be allocated to such Member(s), in proportion to the amount of such allocation of Net Losses, until such Member(s) receive an allocation of Net Profits equal to such amount of Net Losses allocated pursuant to the terms of this Section 4.2(b). (c) In the event that a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Account, items of Company income and gain shall be allocated to that Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible; provided, however, that an allocation pursuant to this Section 4.2(c) 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 for in this Section 4.2 have been tentatively made as if this Section 4.2(c) were not in this Agreement. This Section 4.2(c) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation Periodfiscal period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided provided, however, that an allocation pursuant to this Section 4.2(d) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Adjusted Capital Account after all other allocations provided for in this Article IV Section 4.2 have been tentatively made as if Section 4.2(c) and this Section 4.2(d) were not in this Agreement. (e) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Internal Revenue Code Section 734(b) or Internal Revenue Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Company Interests, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Treasury Regulation Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (f) If any holder of Incentive Units forfeits all or a portion of such UnitsCompany Interests, such holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units. (f) If, as a result of an exercise of a noncompensatory warrant, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x)Interests. (g) The allocations set forth in subsections (a) through (ce) of this Section 4.2 (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 that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding any other provisions of this Article IV (other than the Regulatory Allocations), the Board shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, equal to the amount such Member would have been allocated if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v). (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Units.with

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members on a pro rata basis in accordance with the number of Units owned by each Member. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This Section 5.2(c) is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This Section 5.2(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance any Adjusted Capital Account Deficit of that Member as quickly as possible; provided, that an allocation pursuant to this Section 5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in Section 5.1 and 5.2 have been tentatively made as if this Section 5.2(f) were not in this Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii) and shall be interpreted consistently therewith. (dg) In the event that If any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation PeriodFiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), such that Member shall be specially allocated items of Company gross income and gain in the amount of such deficit excess as quickly as possible; provided provided, that an allocation pursuant to this Section 4.2(d5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV Section 5.1 and 5.2 have been tentatively made as if Section 4.2(c5.2(f) and this Section 4.2(d5.2(g) were not in this Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrant, a Capital Account reallocation is required under gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), 1(b)(2)(iv)(m)(2) if such section applies or to the Company shall make corrective allocations pursuant Member to whom such distribution was made if Treasury Regulation Regulations Section 1.704-1(b)(4)(x)1(b)(2)(iv)(m)(4) applies. (gi) The allocations set forth in subsections (aSection 5.2(a) through 5.2(h) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV V (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. This Section 5.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v). (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members interpreted in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Unitsa manner consistent therewith.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Taxable Year or other taxable period shall be specially allocated to the Members on a pro rata basis in accordance with the number of Common Units owned by each Member. The amount of Nonrecourse Deductions for a Taxable Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Taxable Year or other taxable period over the aggregate amount of any distributions during that Taxable Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Taxable Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one (1) Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this LLC Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Taxable Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Taxable Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Taxable Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such taxable period (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This Section 5.2(c) is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this LLC Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable during any Taxable Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Taxable Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such taxable period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This Section 5.2(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Taxable Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Taxable Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in Section 5.1 and Section 5.2 have been tentatively made as if this Section 5.2(f) were not in this LLC Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii) and shall be interpreted consistently therewith. (g) If any Member has a deficit balance in its Capital Account at the end of any Taxable Year or other taxable period that is in excess of the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV Section 5.1 and Section 5.2 have been tentatively made as if Section 4.2(c5.2(f) and this Section 4.2(d5.2(g) were not in this LLC Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1 (b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete or partial liquidation of such Member’s Units in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrant, a Capital Account reallocation is required under gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), 1(b)(2)(iv)(m)(2) if such Section applies or to the Company shall make corrective allocations pursuant Member to whom such distribution was made if Treasury Regulation Regulations Section 1.704-1(b)(4)(x)1(b)(2)(iv)(m)(4) applies. (gi) The allocations set forth in subsections (aSections 5.2(a) through 5.2(h) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV V (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. In general, the Members anticipate that this shall be accomplished by specially allocating other Profits and Loss among the Members so that the net amount of Regulatory Allocations and such special allocations to each such Member is zero. This Section 5.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions that may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v). (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members interpreted in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Unitsa manner consistent therewith.

Special Allocations. (a) Notwithstanding any of the provisions of Section 4.1 to the contrary: (i) If during any Fiscal Period of the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to Member Nonrecourse Deductions, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject to such Member Nonrecourse Debt and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulations. (ii) If for any Fiscal Period of the Company there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities, each Member shall be allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable Treasury Regulations. Nonrecourse Deductions shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulations. (iii) If for any Fiscal Period of the Company there is a net decrease in Minimum Gain attributable to a Member Nonrecourse Debt, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article ARTICLE IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such a Member without causing or increasing a deficit balance in the Member’s Adjusted Capital Account. All Net Losses in excess of the limitation set forth in this Section 4.2(b) shall be allocated to Members with positive Adjusted Capital Account balances remaining at such time in proportion to such positive balances. In the event an allocation of Net Losses has been made to any Member(s) pursuant to the terms of this Section 4.2(b), Net Profits shall be allocated to such Member(s), in proportion to the amount of such allocation of Net Losses, until such Member(s) receive an allocation of Net Profits equal to such amount of Net Losses allocated pursuant to the terms of this Section 4.2(b). (c) In the event that a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Account, items of Company income and gain shall be allocated to that Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation Period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d) shall be made only if and to the extent that such Member would have a deficit balance in its capital account after all other allocations provided for in this Article IV have been tentatively made as if Section 4.2(c) and this Section 4.2(d) were not in this Agreement. (e) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units. (fe) If, as a result of an exercise of a noncompensatory warrant, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x). (gf) The allocations set forth in subsections (a) through (c) of this Section 4.2 (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 that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g4.2(f). Therefore, notwithstanding any other provisions of this Article IV (other than the Regulatory Allocations), the Board Manager shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, equal to the amount such Member would have been allocated if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 4.1, 4.1 and the remaining subsections of this Section 4.2 and Section 7.1(b)(v)4.2. (hg) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Units.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members on a pro rata basis in accordance with the number of Units owned by each Member. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This section is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance any Adjusted Capital Account Deficit of that Member as quickly as possible; provided, that an allocation pursuant to this Section 5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in Section 5.1 and Section 5.2 have been tentatively made as if this Section 5.2(f) were not in this Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii) and shall be interpreted consistently therewith. (dg) In the event that If any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation PeriodFiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), such that Member shall be specially allocated items of Company gross income and gain in the amount of such deficit excess as quickly as possible; provided provided, that an allocation pursuant to this Section 4.2(d5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV Section 5.1 and Section 5.2 have been tentatively made as if Section 4.2(c5.2(f) and this Section 4.2(d5.2(g) were not in this Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrant, a Capital Account reallocation is required under gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), 1(b)(2)(iv)(m)(2) if such section applies or to the Company shall make corrective allocations pursuant Member to whom such distribution was made if Treasury Regulation Regulations Section 1.704-1(b)(4)(x)1(b)(2)(iv)(m)(4) applies. (gi) The allocations set forth in subsections (aSections 5.2(a) through 5.2(h) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV V (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. This Section 5.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v). (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members interpreted in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Unitsa manner consistent therewith.

Special Allocations. (ai) Notwithstanding Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members on a pro rata basis, in accordance with the number of Series M Units and Series Z Units owned by each Member as of the last day of such Fiscal Year or other taxable period. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a nonrecourse liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (ii) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 4.2(b)(ii) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iiiii) If for Notwithstanding any Fiscal Period other provision of this Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 4.2(b)(iii)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This Section 4.2(b)(iii) is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiiiv) If for Notwithstanding any Fiscal Period other provision of the Company this Agreement except Section 4.2(b)(iii), if there is a net decrease in Member Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 4.2(b)(iv)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This Section 4.2(b)(iv) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (v) Notwithstanding any provision hereof to the contrary except Section 4.2(b)(i) and Section 4.2(b)(ii), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b4.2(b)(v) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cvi) In Notwithstanding any provision hereof to the contrary except Section 4.2(b)(iii) and Section 4.2(b)(iv), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d4.2(b)(vi) 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 Section 4.2 have been tentatively made as if this Section 4.2(b)(vi) were not in this Agreement. This Section 4.2(b)(vi) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (vii) If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain and Simulated Gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 4.2(b)(vii) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV Section 4.2 have been tentatively made as if Section 4.2(c4.2(b)(vi) and this Section 4.2(d4.2(b)(vii) were not in this Agreement. (eviii) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrant, a Capital Account reallocation is required under gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), 1(b)(2)(iv)(m)(2) if such section applies or to the Company shall make corrective allocations pursuant Member to whom such distribution was made if Treasury Regulation Regulations Section 1.704-1(b)(4)(x)1(b)(2)(iv)(m)(4) applies. (gix) Simulated Depletion for each Depletable Property, and Simulated Loss for Depletable Property upon the disposition of such Depletable Property, shall be allocated among the Members in proportion to their shares of Simulated Basis in such Depletable Property. (x) The allocations set forth in subsections (aSections 4.2(b)(i) through 4.2(b)(ix) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent Notwithstanding any other provision of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding any other provisions of this Article IV 4.2 (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. This Section 4.2(b)(x) is intended to minimize to the extent possible and to the extent necessary any economic distortions that may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v)shall be interpreted in a manner consistent therewith. (hxi) In the event Units are issued to Items of income, gain, loss, expense or credit resulting from a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction Covered Audit Adjustment shall be allocated to the Members in proportion to accordance with the positive balances in their Capital Accounts immediately before applicable provisions of the issuance of such UnitsPartnership Tax Audit Rules.

Special Allocations. The following allocations shall be made in the following order: (a) Notwithstanding Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member as of the last day of such Fiscal Year or other taxable period. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears Economic Risk of Loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse DeductionsDeductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, each the Member bearing the economic risk of loss for Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated items among the Members according to the ratio in which they bear the Economic Risk of Company deductions Loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject to such Member Nonrecourse Debt and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This section is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable to during any Fiscal Year or other taxable period (or if there was a net decrease in Member Nonrecourse Debt, each Member bearing Minimum Gain for a prior Fiscal Year or other taxable period and the economic risk Company did not have sufficient amounts of loss for such Member Nonrecourse Debt shall be allocated items of Company income and gain for such period (consisting first of gain recognized from during prior periods to allocate among the Transfer of Company property subject to Member Nonrecourse DebtMembers under this Section 5.2(d)), and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) gain shall be allocated to each Member in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing have a deficit balance in the Member’s its Adjusted Capital AccountAccount (or increase any existing deficit balance) at the end of such Fiscal Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with who do not have a deficit balance in their Adjusted Capital Accounts in proportion to their relative positive Adjusted Capital Account balances remaining at Accounts but only to the extent that such time Losses and other items of loss and expense do not cause any such Member to have a deficit in proportion to such positive balancesits Adjusted Capital Account. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the any deficit balance in such Member’s Adjusted Capital Account as quickly as possible; provided that an allocation pursuant to this Section 5.2(f) shall be made only if and to the extent that such Member would have a deficit Adjusted Capital Account balance after all other allocations provided for in this Article V have been tentatively made as if this Section 5.2(f) were not in this Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (dg) In the event that If any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation PeriodFiscal Year or other taxable period, such that Member shall be specially allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided provided, however, that an allocation pursuant to this Section 4.2(d5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Adjusted Capital Account after all other allocations provided for in this Article IV V have been tentatively made as if Section 4.2(c5.2(f) and this Section 4.2(d5.2(g) were not in this Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code (including any such holder’s Capital Account attributable to such forfeited Units. (f) If, as a result of an exercise of a noncompensatory warrant, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations adjustments pursuant to Treasury Regulation Section 1.734-2(b)(1)) is required, pursuant to Treasury Regulations Section 1.704-1(b)(4)(x1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution to any Member in complete liquidation of such Member’s interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such section applies or to the Member to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (gi) The allocations set forth in subsections (aSections 5.2(a) through 5.2(h) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV V (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. This Section 5.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v)shall be interpreted in a manner consistent therewith. (hj) In the event Units are issued to Items of income, gain, loss, deduction or credit resulting from a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction Covered Audit Adjustment shall be allocated to the Members in proportion to accordance with the positive balances in their Capital Accounts immediately before applicable provisions of the issuance of such UnitsPartnership Tax Audit Rules.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member as of the last day of such Fiscal Year or other taxable period. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This section is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts (as adjusted pursuant to clauses (a) and (b) of the definition of “Adjusted Capital Account Deficit”) but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d5.2(f) shall be made only if and to the extent that such Member would have a deficit balance in its capital account an Adjusted Capital Account Deficit after all other allocations provided for in this Article IV V have been tentatively made as if this Section 4.2(c5.2(f) were not in this Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (g) If any Member has an Adjusted Capital Account Deficit at the end of any Fiscal Year or other taxable period, that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 5.2(g) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit in excess of such sum after all other allocations provided for in this Article V have been made as if Section 5.2(f) and this Section 4.2(d5.2(g) were not in this Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of any Company asset pursuant to Code Sections 734(b) (including any such holder’s Capital Account attributable to such forfeited Units. (f) If, as a result of an exercise of a noncompensatory warrant, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations adjustments pursuant to Treasury Regulation Section 1.734-2(b)(1)) is required, pursuant to Treasury Regulations Section 1.704-1(b)(4)(x1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such section applies or to the Member to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (gi) The allocations set forth in subsections (aSections 5.2(a) through 5.2(h) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV V (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. This Section 5.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions that may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v)shall be interpreted in a manner consistent therewith. (hj) In the event Units are issued to Items of income, gain, loss, deduction or credit resulting from a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction Covered Audit Adjustment shall be allocated to the Members in proportion accordance with the applicable provisions of the Partnership Tax Audit Rules. (k) For any Fiscal Year in which distributions are actually made to holders of Class B Units if necessary, after all other allocations have been tentatively made pursuant to Section 5.1 and this Section 5.2, to cause the Capital Accounts relating to any Class B Units to be equal (immediately before such distributions and so as to avoid negative Capital Accounts) to the positive balances amounts distributed to the holders of the Class B Units, the Managing Member, in their Capital Accounts immediately before its discretion, may allocate appropriate items of gross income that are accrued and realized following the issuance of the relevant Class B Units to the holders of such Class B Units. If there are insufficient items of gross income to be allocated to the holders of the Class B Units, then such distributions shall, to the extent of such excess, be treated as “guaranteed payments” within the meaning of Section 707(c) of the Code.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member as of the last day of such Fiscal Year or other taxable period. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This section is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.2(f) were not in this Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii) (d) and shall be interpreted consistently therewith. (g) If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV V have been tentatively made as if Section 4.2(c5.2(f) and this Section 4.2(d5.2(g) were not in this Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrant, a Capital Account reallocation is required under gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), 1(b)(2)(iv)(m)(2) if such section applies or to the Company shall make corrective allocations pursuant Member to whom such distribution was made if Treasury Regulation Regulations Section 1.704-1(b)(4)(x)1(b)(2)(iv)(m)(4) applies. (gi) The allocations set forth in subsections (aSections 5.2(a) through 5.2(h) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV V (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. This Section 5.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v). (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members interpreted in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Unitsa manner consistent therewith.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Taxable Year or other taxable period shall be specially allocated to the Members on a pro rata basis in accordance with the number of Common Units owned by each Member. The amount of Nonrecourse Deductions for a Taxable Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Taxable Year or other taxable period over the aggregate amount of any distributions during that Taxable Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Taxable Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one (1) Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this LLC Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Taxable Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Taxable Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Taxable Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This Section 5.2(c) is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this LLC Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable during any Taxable Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Taxable Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Taxable Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Taxable Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in Section 5.1 and Section 5.2 have been tentatively made as if this Section 5.2(f) were not in this LLC Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii) and shall be interpreted consistently therewith. (g) If any Member has a deficit balance in its Capital Account at the end of any Taxable Year or other taxable period that is in excess of the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV Section 5.1 and Section 5.2 have been tentatively made as if Section 4.2(c5.2(f) and this Section 4.2(d5.2(g) were not in this LLC Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Units in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such section applies or to the Member to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (i) Notwithstanding anything to the contrary contained in this LLC Agreement, (1) no allocation (of Profits or Losses or otherwise) shall be made in respect of any Restricted Common Units in determining Capital Accounts unless and until such Restricted Common Units are converted into Common Units upon the occurrence of a noncompensatory warrantVesting Event and (2) in the event the Gross Asset Value of any Company asset is adjusted pursuant to clause (b)(vi) of the definition of Gross Asset Value, any Profits or Losses resulting from such adjustment shall, in the manner reasonably determined by the Managing Member, be allocated among the Members (including the Members who held the Restricted Common Units giving rise to such adjustment) such that the Capital Account balance relating to each Common Unit (including such Restricted Common Units that have been converted into Common Units) is equal in amount immediately after making such allocation, after taking into account the Distribution Catch-Up Payment, in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(s); provided, that if the foregoing allocations pursuant to clause (2) are insufficient to cause the Capital Account balance relating to each Common Unit to be so equal in amount, then the Managing Member, in its reasonable discretion, shall cause a Capital Account reallocation is required under in accordance with principles similar to those set forth in Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), ) to cause the Company shall make corrective allocations pursuant Capital Account balance relating to Treasury Regulation Section 1.704-1(b)(4)(x)each Common Unit to be so equal in amount. (gj) The allocations set forth in subsections (aSections 5.2(a) through 5.2(g) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV V (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. In general, the Members anticipate that this shall be accomplished by specially allocating other Profits and Loss among the Members so that the net amount of Regulatory Allocations and such special allocations to each such Member is zero. This Section 5.2(j) is intended to minimize to the extent possible and to the extent necessary any economic distortions that may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v). (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members interpreted in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Unitsa manner consistent therewith.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members pro rata in proportion to their Units. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This section is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.2(f) were not in this Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (g) If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income, gain and Simulated Gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV V have been tentatively made as if Section 4.2(c5.2(f) and this Section 4.2(d5.2(g) were not in this Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrant, a Capital Account reallocation is required under gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), 1(b)(2)(iv)(m)(2) if such section applies or to the Company shall make corrective allocations pursuant Member to whom such distribution was made if Treasury Regulation Regulations Section 1.704-1(b)(4)(x)1(b)(2)(iv)(m)(4) applies. (gi) Simulated Depletion for each Depletable Property, and Simulated Loss upon the Disposition of a Depletable Property, shall be allocated among the Members in proportion to their shares of the Simulated Basis in such property. (j) The allocations set forth in subsections (aSections 5.2(a) through 5.2(i) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV V (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. This Section 5.2(j) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v). (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members interpreted in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Unitsa manner consistent therewith.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member as of the last day of such Fiscal Year or other taxable period. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This section is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.2(f) were not in this Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (g) If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV V have been tentatively made as if Section 4.2(c5.2(f) and this Section 4.2(d5.2(g) were not in this Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrant, a Capital Account reallocation is required under gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), 1(b)(2)(iv)(m)(2) if such section applies or to the Company shall make corrective allocations pursuant Member to whom such distribution was made if Treasury Regulation Regulations Section 1.704-1(b)(4)(x)1(b)(2)(iv)(m)(4) applies. (gi) The allocations set forth in subsections (aSections 5.2(a) through 5.2(h) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV V (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. This Section 5.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v). (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members interpreted in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Unitsa manner consistent therewith.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Allocation Period shall be specially allocated to the Members in the manner excess nonrecourse liabilities of the Company are allocated pursuant to Section 4.4(d). The amount of Nonrecourse Deductions for an Allocation Period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Allocation Period over the aggregate amount of any distributions during that Allocation Period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Allocation Period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 4.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable for an Allocation Period (or if there was a net decrease in Company Minimum Gain for a prior Allocation Period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 4.2(c)), each Member shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) Allocation Period in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This section is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this Agreement except Section 4.2(c), if there is a net decrease in Member Minimum Gain attributable for an Allocation Period (or if there was a net decrease in Member Minimum Gain for a prior Allocation Period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 4.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) Allocation Period in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Sections 4.2(a) and 4.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Allocation Period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b4.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 4.2(c) and Section 4.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Allocation Period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d4.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article IV have been tentatively made as if this Section 4.2(f) were not in this Agreement. This Section 4.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (g) If any Member has a deficit balance in its Capital Account at the end of any Allocation Period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 4.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV have been tentatively made as if Section 4.2(c4.2(f) and this Section 4.2(d4.2(g) were not in this Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of any Company asset pursuant to Code Sections 734(b) (including any such holder’s adjustments pursuant to Treasury Regulations Section 1.734-2(b)(1)) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrant, a Capital Account reallocation is required under gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), 1(b)(2)(iv)(m)(2) if such section applies or to the Company shall make corrective allocations pursuant Member to whom such distribution was made if Treasury Regulation Regulations Section 1.704-1(b)(4)(x)1(b)(2)(iv)(m)(4) applies. (gi) The allocations set forth in subsections (aSection 4.2(a) through Section 4.2(h) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. This Section 4.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Agreement Regulatory Allocations and all Company shall be interpreted in a manner consistent therewith. (j) If any Incentive Units held by any holder of Incentive Units are forfeited or redeemed by the Company, such holder shall be allocated items were allocated pursuant of loss and deduction in the Allocation Period of such forfeiture or redemption in the manner and to the extent required by Proposed Treasury Regulations Section 4.11.704-1(b)(4)(xii) (as such Proposed Treasury Regulations may be amended or modified, including upon the remaining subsections issuance of this Section 4.2 and Section 7.1(b)(vtemporary or final Treasury Regulations). (hk) In the event Units are issued to Items of income, gain, loss, expense or credit resulting from a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction Covered Audit Adjustment shall be allocated to the Members in proportion to accordance with the positive balances in their Capital Accounts immediately before applicable provisions of the issuance of such UnitsPartnership Tax Audit Rules.

Special Allocations. The following allocations shall be made in the following order: (a) Notwithstanding Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member as of the last day of such Fiscal Year or other taxable period. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears Economic Risk of Loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse DeductionsDeductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, each the Member bearing the economic risk of loss for Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated items among the Members according to the ratio in which they bear the Economic Risk of Company deductions Loss. This Section 4.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject to such Member Nonrecourse Debt and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 4.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This section is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this Agreement except Section 4.2(c), if there is a net decrease in Member Minimum Gain attributable to during any Fiscal Year or other taxable period (or if there was a net decrease in Member Nonrecourse Debt, each Member bearing Minimum Gain for a prior Fiscal Year or other taxable period and the economic risk Company did not have sufficient amounts of loss for such Member Nonrecourse Debt shall be allocated items of Company income and gain for such period (consisting first of gain recognized from during prior periods to allocate among the Transfer of Company property subject to Member Nonrecourse DebtMembers under this Section 4.2(d)), and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) gain shall be allocated to each Member in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 4.2(a) and Section 4.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing have a deficit balance in the Member’s its Adjusted Capital AccountAccount (or increase any existing deficit balance) at the end of such Fiscal Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b4.2(e) shall be allocated to the Members with who do not have a deficit balance in their Adjusted Capital Accounts in proportion to their relative positive Adjusted Capital Account balances remaining at Accounts but only to the extent that such time Losses and other items of loss and expense do not cause any such Member to have a deficit in proportion to such positive balancesits Adjusted Capital Account. (cf) In Notwithstanding any provision hereof to the contrary except Section 4.2(c) and Section 4.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the any deficit balance in such Member’s Adjusted Capital Account as quickly as possible; provided that an allocation pursuant to this Section 4.2(f) shall be made only if and to the extent that such Member would have a deficit Adjusted Capital Account balance after all other allocations provided for in this Article IV have been tentatively made as if this Section 4.2(f) were not in this Agreement. This Section 4.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (dg) In the event that If any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation PeriodFiscal Year or other taxable period, such that Member shall be specially allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided provided, however, that an allocation pursuant to this Section 4.2(d4.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Adjusted Capital Account after all other allocations provided for in this Article IV have been tentatively made as if Section 4.2(c4.2(f) and this Section 4.2(d4.2(g) were not in this Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of any Company asset pursuant to Section 734(b) of the Code (including any such holder’s adjustments pursuant to Treasury Regulations Section 1.734-2(b)(1)) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete liquidation of such Member’s interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrant, a Capital Account reallocation is required under gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), 1(b)(2)(iv)(m)(2) if such section applies or to the Company shall make corrective allocations pursuant Member to whom such distribution was made if Treasury Regulation Regulations Section 1.704-1(b)(4)(x)1(b)(2)(iv)(m)(4) applies. (gi) The allocations set forth in subsections (aSection 4.2(a) through 4.2(h) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. This Section 4.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v)shall be interpreted in a manner consistent therewith. (hj) In the event Units are issued to Items of income, gain, loss, deduction or credit resulting from a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction Covered Audit Adjustment shall be allocated to the Members in proportion to accordance with the positive balances in their Capital Accounts immediately before applicable provisions of the issuance of such UnitsPartnership Tax Audit Rules.

Special Allocations. (a) Notwithstanding a. Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members in the manner excess nonrecourse liabilities of the Company are allocated pursuant to Section 5.5(c). The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). b. Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and thenshall be interpreted consistently therewith. c. Notwithstanding any other provision of this Agreement to the contrary, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulations. (ii) If for any Fiscal Period of the Company there is a net decrease in Company Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (as determined pursuant to Treasury Regulations Section 1.704-2(g)(2)). This section is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. d. Notwithstanding any other provision of this Agreement except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse LiabilitySection 5.2(c), as determined in accordance with applicable Treasury Regulations. Nonrecourse Deductions shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulations. (iii) If for any Fiscal Period of the Company if there is a net decrease in Member Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. e. Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf. Notwithstanding any provision hereof to the contrary except Section 5.2(c) In and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.2(f) were not in this Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. g. If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income, gain and Simulated Gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 5.2(f) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV V have been tentatively made as if Section 4.2(c5.2(f) and this Section 4.2(d5.2(g) were not in this Agreement. (e) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in h. To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrant, a Capital Account reallocation is required under gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), 1(b)(2)(iv)(m)(2) if such section applies or to the Company shall make corrective allocations pursuant Member to whom such distribution was made if Treasury Regulation Regulations Section 1.704-1(b)(4)(x)1(b)(2)(iv)(m)(4) applies. (g) i. Simulated Depletion for each Depletable Property, and Simulated Loss upon the Disposition of a Depletable Property, shall be allocated among the Members in proportion to their shares of the Simulated Basis in such property. j. The allocations set forth in subsections (aSections 5.2(a) through 5.2(i) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV V (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. This Section 5.2(j) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v). (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members interpreted in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Unitsa manner consistent therewith.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members in the manner excess nonrecourse liabilities of the Company are allocated pursuant to Section 5.4(c). The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This section is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.2(f) were not in this Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (g) If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV V have been tentatively made as if Section 4.2(c5.2(f) and this Section 4.2(d5.2(g) were not in this Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrant, a Capital Account reallocation is required under gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), 1(b)(2)(iv)(m)(2) if such section applies or to the Company shall make corrective allocations pursuant Member to whom such distribution was made if Treasury Regulation Regulations Section 1.704-1(b)(4)(x)1(b)(2)(iv)(m)(4) applies. (gi) The allocations set forth in subsections (aSections 5.2(a) through 5.2(h) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV V (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. This Section 5.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v). (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members interpreted in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Unitsa manner consistent therewith.

Special Allocations. The following allocations shall be made in the following order: (a) Notwithstanding Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member as of the last day of such Fiscal Year or other taxable period. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears the Economic Risk of Loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse DeductionsDeductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, each the Member bearing the economic risk of loss for Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated items among the Members according to the ratio in which they bear the Economic Risk of Company deductions Loss. This Section 4.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject to such Member Nonrecourse Debt and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 4.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This Section 4.2(c) is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this Agreement except Section 4.2(c), if there is a net decrease in Member Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 4.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This Section 4.2(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 4.2(a) and Section 4.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b4.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the event that a contrary except Section 4.2(c) and Section 4.2(d), if any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d4.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article IV have been tentatively made as if this Section 4.2(f) were not in this Agreement. This Section 4.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (g) If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), that Member shall be specially allocated items of Company income and gain and Simulated Gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 4.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV have been tentatively made as if Section 4.2(c4.2(f) and this Section 4.2(d4.2(g) were not in this Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Sections 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete liquidation of such Member’s interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrant, a Capital Account reallocation is required under gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), 1(b)(2)(iv)(m)(2) if such section applies or to the Company shall make corrective allocations pursuant Member to whom such distribution was made if Treasury Regulation Regulations Section 1.704-1(b)(4)(x)1(b)(2)(iv)(m)(4) applies. (gi) Simulated Depletion for each Depletable Property, and Simulated Loss for Depletable Property upon the disposition of such Depletable Property, shall be allocated among the Members in proportion to their shares of Simulated Basis in such Depletable Property. (j) The allocations set forth in subsections (aSection 4.2(a) through Section 4.2(h) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. This Section 4.2(j) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v)shall be interpreted in a manner consistent therewith. (hk) In the event Units are issued to Items of income, gain, loss, expense or credit resulting from a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction Covered Audit Adjustment shall be allocated to the Members in proportion to accordance with the positive balances applicable provisions of the Partnership Tax Audit Rules, as determined in their Capital Accounts immediately before Good Faith by the issuance of such UnitsManaging Member.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Taxable Year or other taxable period shall be specially allocated to the Members on a pro rata basis in accordance with the number of Common Units owned by each Member. The amount of Nonrecourse Deductions for a Taxable Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Taxable Year or other taxable period over the aggregate amount of any distributions during that Taxable Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Taxable Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one (1) Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this LLC Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Taxable Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Taxable Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Taxable Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This Section 5.2(c) is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this LLC Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable during any Taxable Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Taxable Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2 (d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This Section 5.2(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Taxable Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Taxable Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in Section 5.1 and Section 5.2 have been tentatively made as if this Section 5.2(f) were not in this LLC Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii) and shall be interpreted consistently therewith. (g) If any Member has a deficit balance in its Capital Account at the end of any Taxable Year or other taxable period that is in excess of the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV Section 5.1 and Section 5.2 have been tentatively made as if Section 4.2(c5.2(f) and this Section 4.2(d5.2(g) were not in this LLC Agreement. (e) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units. (f) If, as a result of an exercise of a noncompensatory warrant, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x). (g) The allocations set forth in subsections (a) through (c) of this Section 4.2 (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 that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding any other provisions of this Article IV (other than the Regulatory Allocations), the Board shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, equal to the amount such Member would have been allocated if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v). (h) In To the event Units are issued 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 Regulations Section 1.704-1 (b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a Person and the issuance result of a distribution to any Member in complete or partial liquidation of such Member’s Units results in items of income or deduction to the Company, the amount of such items of income or deduction adjustment to the Capital Accounts shall be allocated to treated as an item of gain (if the Members in proportion to adjustment increases the positive balances in their Capital Accounts immediately before basis of the issuance of such Units.asset) or loss (if the

Special Allocations. The following allocations shall be made in the following order: (a) Notwithstanding Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members on a pro rata basis, in accordance with the number of Units owned by each Member as of the last day of such Fiscal Year or other taxable period. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears the economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 4.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 4.2(c), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This Section 4.2(c) is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this Agreement except Section 4.2(c), if there is a net decrease in Member Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 4.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This Section 4.2(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 4.2(a) and Section 4.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b4.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the event that a contrary except Section 4.2(c) and Section 4.2(d), if any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d4.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article IV have been tentatively made as if this Section 4.2(f) were not in this Agreement. This Section 4.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (g) If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g) (1) and 1.704-2(i)(5), that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 4.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV have been tentatively made as if Section 4.2(c4.2(f) and this Section 4.2(d4.2(g) were not in this Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Sections 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrant, a Capital Account reallocation is required under gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), 1(b)(2)(iv)(m)(2) if such Section applies or to the Company shall make corrective allocations pursuant Member to whom such distribution was made if Treasury Regulation Regulations Section 1.704-1(b)(4)(x)1(b)(2)(iv)(m)(4) applies. (gi) The allocations set forth in subsections (aSection 4.2(a) through Section 4.2(h) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. This Section 4.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v)shall be interpreted in a manner consistent therewith. (hj) In the event Units are issued to Items of income, gain, loss, expense or credit resulting from a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction Covered Audit Adjustment shall be allocated to the Members in proportion accordance with the applicable provisions of the Partnership Tax Audit Rules, as reasonably determined by the Managing Member. (k) Notwithstanding any other provision of Section 4.2, Section 4.3 and Section 4.4 (other than the Regulatory Allocations), prior to all other allocations: (i) Items of Company gross income and gain (which, for the avoidance of doubt, shall not include any item of expense, loss or deduction) shall be allocated to the positive balances Series A Preferred Units until the aggregate amount of gross income and gain allocated to such Series A Preferred Units pursuant hereto for the applicable current Fiscal Year or other taxable period and all previous taxable periods is equal to the cumulative amount of the sum of (without duplication): (A) all Cash Distributions and Unit Distributions made with respect to such Series A Preferred Unit pursuant to Section 5.1(a), and (B) the aggregate economically accrued distributions on the Series A Preferred Units which shall, with respect to each outstanding Series A Preferred Unit, accrue on the Accrued Value at the Annual Rate on each Series A Preferred Unit, and shall be cumulative and accrue annually from and after the date hereof, but shall compound on an annual basis on each Annual Dividend Date. (ii) if (A) the date on which a liquidating event occurs there is at least one outstanding Series A Preferred Unit and (B) after having made all other allocations provided for in their this Section 4.2 for the Fiscal Year or other taxable period in which the liquidating event occurs, the Per Unit Capital Accounts immediately Amount of each Series A Preferred Unit would not equal or exceed the Series A Liquidation Value, then items of income, gain, loss and deduction for such Fiscal Year or other taxable period shall instead be allocated among the Members in a manner determined appropriate by the Managing Member so as to cause, to the maximum extent possible, the Per Unit Capital Amount in respect of each Series A Preferred Unit to equal the Series A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). In the event that (x) the date on which a liquidating event occurs is on or before the issuance date (not including any extension of time) prescribed by law for the filing of the Company’s federal income tax return for the Fiscal Year or other taxable period immediately prior to the Fiscal Year or other taxable period in which the liquidating event occurs and (y) the reallocation of items for the Fiscal Year or other taxable period in which the liquidating event occurs as set forth above in this Section 4.2(k)(ii) fails to achieve the Per Unit Capital Amounts described above, then items of income, gain, loss and deduction for such UnitsFiscal Year or other taxable period shall be allocated among all Members in a manner that will, to the maximum extent possible and after taking into account all other allocations made pursuant to this Section 4.2(k)(ii), cause the Per Unit Capital Amount in respect of each Series A Preferred Unit to equal the Series A Liquidation Value.

Special Allocations. (a) Notwithstanding any of the provisions of Section 4.1 to the contrary: (i) If during any Fiscal Period fiscal year of the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to Member Nonrecourse Deductions, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period year (consisting first of cost recovery or depreciation deductions with respect to property that is subject to such Member Nonrecourse Debt and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent periodyear) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulations. (ii) If for any Fiscal Period fiscal year of the Company there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities, each Member shall be allocated items of Company income and gain for such period year (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable Treasury Regulations. Nonrecourse Deductions shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulations. (iii) If for any Fiscal Period fiscal year of the Company there is a net decrease in Minimum Gain attributable to a Member Nonrecourse Debt, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company income and gain for such period year (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such a Member without causing or increasing a deficit balance in the Member’s Adjusted Capital AccountAccount balance. All Net Losses in excess of the limitation limitations set forth in this Section 4.2(b) shall be allocated to Members with positive Adjusted Capital Account balances remaining at such time in proportion to such positive balances. In the event an allocation of Net Losses has been made to any Member(s) pursuant to the terms of this Section 4.2(b), Net Profits shall be allocated to such Member(s), in proportion to the amount of such allocation of Net Losses, until such Member(s) receive an allocation of Net Profits equal to such amount of Net Losses allocated pursuant to the terms of this Section 4.2(b). (c) In the event that a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Account, items of Company income and gain shall be allocated to that Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible; provided, however, that an allocation pursuant to this Section 4.2(c) 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 for in this Section 4.2 have been tentatively made as if this Section 4.2(c) were not in this Agreement. This Section 4.2(c) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation Periodfiscal period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided provided, however, that an allocation pursuant to this Section 4.2(d) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Adjusted Capital Account after all other allocations provided for in this Article IV Section 4.2 have been tentatively made as if Section 4.2(c) and this Section 4.2(d) were not in this Agreement. (e) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Internal Revenue Code Section 734(b) or Internal Revenue Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Company Interests, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Treasury Regulation Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (f) If any holder of Incentive Units forfeits all or a portion of such UnitsCompany Interests, such holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such holderxxxxxx’s Capital Account attributable to such forfeited Units. (f) If, as a result of an exercise of a noncompensatory warrant, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x)Interests. (g) The allocations set forth in subsections (a) through (ce) of this Section 4.2 (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 that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding any other provisions of this Article IV (other than the Regulatory Allocations), the Board shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, the net amount of allocations to each Member Member’s Adjusted Capital Account balance is, to the extent possible, equal to the amount Adjusted Capital Account balance such Member would have been allocated had if the Regulatory Allocations were not part of the this Agreement and all Company items were allocated pursuant to Section 4.1, 4.1 and the remaining subsections of this Section 4.2 and Section 7.1(b)(v)4.2. (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Units.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members in the manner excess nonrecourse liabilities of the Company are allocated pursuant to Section 5.5(d). The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This Section 5.2(c) is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This Section 5.2(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with who do not have an Adjusted Capital Account Deficit in proportion to their relative positive Adjusted Capital Accounts but only to the extent that such Losses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account balances remaining at such time in proportion to such positive balancesDeficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.2(f) were not in this Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (g) If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income, gain and Simulated Gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV V have been tentatively made as if Section 4.2(c5.2(f) and this Section 4.2(d5.2(g) were not in this Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrant, a Capital Account reallocation is required under gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), 1(b)(2)(iv)(m)(2) if such section applies or to the Company shall make corrective allocations pursuant Member to whom such distribution was made if Treasury Regulation Regulations Section 1.704-1(b)(4)(x)1(b)(2)(iv)(m)(4) applies. (gi) The allocations set forth Simulated Depletion for each Depletable Property, and Simulated Loss upon the Disposition of a Depletable Property, shall be allocated among the Members in subsections (a) through (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended proportion to comply with certain requirements their shares of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Simulated Basis in such property. (j) Notwithstanding any other provisions provision of this Article IV V (other than the Regulatory Allocations), prior to all other allocations: (i) Items of Company gross income and gain shall be allocated in respect of the Board shall make Series A Preferred Units until the aggregate amount of gross income and gain allocated in respect of such offsetting special allocations Series A Preferred Units pursuant hereto for the current taxable period and all previous taxable periods is equal to the cumulative amount of the sum of (without duplication) (A) all Series A Cash Distributions, if any, made with respect to such Series A Preferred Units pursuant to Section 6.1(a)(ii), and (B) unless otherwise determined by the Managing Member in whatever manner it determines appropriate so that, after such offsetting allocations are madeconsultation with the Company’s accountants, the net amount sum of the Accrued Distributions, if any, on the Series A Preferred Units, in each case as of the end of the current taxable period. (ii) if (A) on the date on which a Liquidating Event occurs there is at least one outstanding Series A Preferred Unit and (B) after having made all other allocations provided for in this Section 5.2 for the taxable period in which the Liquidating Event occurs, the Per Unit Capital Amount of each Series A Preferred Unit would not equal or exceed the Series A Liquidation Value, then items of income, gain, loss and deduction for such taxable period shall instead be allocated among the Members in a manner reasonably determined appropriate by the Managing Member so as to each Member iscause, to the maximum extent possible, the Per Unit Capital Amount in respect of each Series A Preferred Unit to equal the Series A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). In the event that (x) the date on which a Liquidating Event occurs is on or before the date (not including any extension of time) prescribed by law for the filing of the Company’s federal income tax return for the taxable period immediately prior to the amount taxable period in which the Liquidating Event occurs and (y) the reallocation of items for the taxable period in which the Liquidation Event occurs as set forth above in this Section 5.2(j)(ii) fails to achieve the Per Unit Capital Amounts described above, then items of income, gain, loss and deduction for such Member would have been prior taxable period shall be allocated if among all Members in a manner that will, to the Regulatory Allocations were not part of the Agreement maximum extent possible and after taking into account all Company items were allocated other allocations made pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v5.2(j)(ii), cause the Per Unit Capital Amount in respect of each Series A Preferred Unit to equal the Series A Liquidation Value. (hk) In the event Units are issued to Items of income, gain, loss, expense or credit resulting from a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction Covered Audit Adjustment shall be allocated to the Members in proportion to accordance with the positive balances in their Capital Accounts immediately before applicable provisions of the issuance of such UnitsRevised Partnership Audit Provisions.

Special Allocations. (a) Notwithstanding any of the provisions of Section 4.1 6.1 or this Section 6.2 to the contrary: (i) If during any Fiscal Period Year of the Company Partnership there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt Partner nonrecourse debt that gives rise to Member Partner Nonrecourse Deductions, each Member Partner bearing the economic risk of loss for such Member Nonrecourse Debt Partner nonrecourse debt shall be allocated items of Company Partnership deductions and losses for such period year (consisting first of cost recovery or depreciation deductions with respect to property that is subject to such Member Nonrecourse Debt Partner nonrecourse debt and then, if necessary, a pro-rata portion of the CompanyPartnership’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt Partner nonrecourse debt in the subsequent periodyear) equal to such MemberPartner’s share of Member Partner Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulations. (ii) If for any Fiscal Period Year of the Company Partnership there is a net decrease in Minimum Gain attributable to Company Nonrecourse LiabilitiesPartnership nonrecourse liabilities, each Member Partner shall be allocated items of Company Partnership income and gain for such period year (consisting first of gain recognized from the Transfer disposition of Company Partnership property subject to one or more Company Nonrecourse Liabilities Partnership nonrecourse liabilities and then, if necessary, a pro-rata portion of the CompanyPartnership’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such MemberPartner’s share of such net decrease (except to the extent such MemberPartner’s share of such net decrease is caused by a change in debt structure with such Member Partner commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability Partnership nonrecourse liability or by such Member Partner contributing capital to the Company Partnership that the Company Partnership uses to repay a Company Nonrecourse LiabilityPartnership nonrecourse liability), as determined in accordance with applicable Treasury Regulations. Nonrecourse Deductions shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulations. (iii) If for any Fiscal Period fiscal year of the Company Partnership there is a net decrease in Minimum Gain attributable to a Member Nonrecourse DebtPartner nonrecourse debt, each Member Partner bearing the economic risk of loss for such Member Nonrecourse Debt Partner nonrecourse debt shall be allocated items of Company Partnership income and gain for such period year (consisting first of gain recognized from the Transfer disposition of Company Partnership property subject to Member Nonrecourse DebtPartner nonrecourse debt, and then, if necessary, a pro-rata portion of the CompanyPartnership’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such MemberPartner’s share of such net decrease (except to the extent such MemberPartner’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt Partner nonrecourse debt becomes partially or wholly a Company Nonrecourse Liability Partnership nonrecourse liability or by the CompanyPartnership’s use of capital contributed by such Member Partner to repay the Member Nonrecourse DebtPartner nonrecourse debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member ARTICLE SIX shall not exceed the maximum amount of Net Losses that can be allocated to such Member a Partner without causing or increasing a deficit balance in the MemberPartner’s Adjusted Capital AccountAccount balance. All Net Losses in excess of the limitation limitations set forth in this Section 4.2(b6.2(b) shall be allocated to Members Partners with positive Adjusted Capital Account balances remaining at such time in proportion to such positive balances. (c) In the event that a Member Partner unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section §1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases a deficit balance in such MemberPartner’s Adjusted Capital Account, items of Company Partnership income and gain shall be allocated to that Member Partner in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation Period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d) shall be made only if and to the extent that such Member would have a deficit balance in its capital account after all other allocations provided for in this Article IV have been tentatively made as if Section 4.2(c) and this Section 4.2(d) were not in this Agreement. (e) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units. (f) If, as a result of an exercise of a noncompensatory warrant, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x). (g) The allocations set forth in subsections (a), (b) through (last sentence), and (c) of this Section 4.2 6.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members Partners that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g6.2(d). Therefore, notwithstanding any other provisions of this Article IV ARTICLE SIX (other than the Regulatory Allocations), the Board General Partner shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, the net amount of allocations to each Member Partner’s Adjusted Capital Account balance is, to the extent possible, equal to the amount Adjusted Capital Account balance such Member Partner would have been allocated had if the Regulatory Allocations were not part of the Agreement and all Company Partnership items were allocated pursuant to Section 4.1, 6.1 and the remaining subsections of this Section 4.2 and Section 7.1(b)(v)6.2. (he) In the case of any property the Carrying Value of which differs from its adjusted tax basis, items of income, gain, loss and deduction shall, solely for income tax purposes, be allocated as required under Section 704(c) of the Code and the applicable Regulations to take account of such difference. In making such allocations, the General Partner shall use such method or methods of allocation as it shall determine, in its absolute discretion, to be reasonable and in accord with applicable Regulations. (f) In the event Units are a Partnership Interest is issued to a Person and the issuance of such Units Partnership Interest results in items of income or deduction to the CompanyPartnership, such items of income or deduction shall be allocated to the Members Partners in proportion to the positive balances in their Capital Accounts immediately before the issuance of such UnitsPartnership Interest.

Special Allocations. (a) Notwithstanding any of the provisions of Section 4.1 to the contrary: (i) If during any Fiscal Period fiscal year of the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to Member Nonrecourse Deductions, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period year (consisting first of cost recovery or depreciation deductions with respect to property that is subject to such Member Nonrecourse Debt and then, if necessary, a pro-pro rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent periodyear) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulations. (ii) If for any Fiscal Period fiscal year of the Company there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities, each Member shall be allocated items of Company income and gain for such period year (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-pro rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable Treasury Regulations. Nonrecourse Deductions shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulations. (iii) If for any Fiscal Period fiscal year of the Company there is a net decrease in Minimum Gain attributable to a Member Nonrecourse Debt, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company income and gain for such period year (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-pro rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such a Member without causing or increasing a deficit balance in the Member’s Adjusted Capital AccountAccount balance. All Net Losses in excess of the limitation limitations set forth in this Section 4.2(b) shall be allocated to Members with positive Adjusted Capital Account balances remaining at such time in proportion to such positive balances. In the event an allocation of Net Losses has been made to any Member(s) pursuant to the terms of this Section 4.2(b), Net Profits shall be allocated to such Member(s), in proportion to the amount of such allocation of Net Losses, until such Member(s) receive an allocation of Net Profits equal to such amount of Net Losses allocated pursuant to the terms of this Section 4.2(b). (c) In the event that a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Account, items of Company income and gain shall be allocated to that Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible; provided, however, that an allocation pursuant to this Section 4.2(c) 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 for in this Section 4.2 have been tentatively made as if this Section 4.2(c) were not in this Agreement. This Section 4.2(c) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation Periodfiscal period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided provided, however, that an allocation pursuant to this Section 4.2(d) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Adjusted Capital Account after all other allocations provided for in this Article IV Section 4.2 have been tentatively made as if Section 4.2(c) and this Section 4.2(d) were not in this Agreement. (e) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Internal Revenue Code Section 734(b) or Internal Revenue Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Company Interests, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Treasury Regulation Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (f) If any holder of Incentive Units forfeits all or a portion of such UnitsCompany Interests, such holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such holderxxxxxx’s Capital Account attributable to such forfeited Units. (f) If, as a result of an exercise of a noncompensatory warrant, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x)Interests. (g) The allocations set forth in subsections (a) through (ce) of this Section 4.2 (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 that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding any other provisions of this Article IV (other than the Regulatory Allocations), the Board shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, the net amount of allocations to each Member Member’s Adjusted Capital Account balance is, to the extent possible, equal to the amount Adjusted Capital Account balance such Member would have been allocated had if the Regulatory Allocations were not part of the this Agreement and all Company items were allocated pursuant to Section 4.1, 4.1 and the remaining subsections of this Section 4.2 and Section 7.1(b)(v)4.2. (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Units.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Taxable Year or other taxable period shall be specially allocated to the Members on a pro rata basis in accordance with the number of Common Units owned by each Member. The amount of Nonrecourse Deductions for a Taxable Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Taxable Year or other taxable period over the aggregate amount of any distributions during that Taxable Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Taxable Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one (1) Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this LLC Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Taxable Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Taxable Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Taxable Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This Section 5.2(c) is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this LLC Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable during any Taxable Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Taxable Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2 (d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This Section 5.2(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Taxable Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Taxable Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in Section 5.1 and Section 5.2 have been tentatively made as if this Section 5.2(f) were not in this LLC Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii) and shall be interpreted consistently therewith. (g) If any Member has a deficit balance in its Capital Account at the end of any Taxable Year or other taxable period that is in excess of the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV Section 5.1 and Section 5.2 have been tentatively made as if Section 4.2(c5.2(f) and this Section 4.2(d5.2(g) were not in this LLC Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1 (b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete or partial liquidation of such Member’s Units in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies or to the Member to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (i) Notwithstanding anything to the contrary contained in this LLC Agreement, (1) no allocation (of Profits or Losses or otherwise) shall be made in respect of any Restricted Common Units in determining Capital Accounts unless and until such Restricted Common Units are converted into Common Units upon the occurrence of a noncompensatory warrantVesting Event and (2) in the event the Gross Asset Value of any Company asset is adjusted pursuant to clause (b)(vi) of the definition of Gross Asset Value, any Profits or Losses resulting from such adjustment shall, in the manner reasonably determined by the Managing Member, be allocated among the Members (including the Members who held the Restricted Common Units giving rise to such adjustment) such that the Capital Account balance relating to each Common Unit (including such Restricted Common Units that have been converted into Common Units) is equal in amount immediately after making such allocation, after taking into account the Distribution Catch-Up Payment, in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(s); provided, that if the foregoing allocations pursuant to clause (2) are insufficient to cause the Capital Account balance relating to each Common Unit to be so equal in amount, then the Managing Member, in its reasonable discretion, shall cause a Capital Account reallocation is required under in accordance with principles similar to those set forth in Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), ) to cause the Company shall make corrective allocations pursuant Capital Account balance relating to Treasury Regulation Section 1.704-1(b)(4)(x)each Common Unit to be so equal in amount. (gj) The allocations set forth in subsections (aSections 5.2(a) through 5.2(h) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV V (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. In general, the Members anticipate that this shall be accomplished by specially allocating other Profits and Loss among the Members so that the net amount of Regulatory Allocations and such special allocations to each such Member is zero. This Section 5.2(j) is intended to minimize to the extent possible and to the extent necessary any economic distortions that may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v). (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members interpreted in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Unitsa manner consistent therewith.

Special Allocations. (a) Notwithstanding any of the foregoing provisions of Section 4.1 to the contrarythis Article IX: (i) If during any Fiscal Period Tax items with respect to Company Property that is contributed to the Company with a Gross Asset Value that varies from its basis in the hands of the Company there is a net increase in Minimum Gain attributable to a contributing Member Nonrecourse Debt that gives rise to Member Nonrecourse Deductions, each Member bearing immediately preceding the economic risk date of loss for such Member Nonrecourse Debt contribution shall be allocated items of between the Members for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. The Company deductions and losses shall account for such period (consisting first variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the Managing Member. If the Gross Asset Value of cost recovery or depreciation deductions any Company asset is adjusted pursuant to Section 1.19 hereof, subsequent allocations of income, gain, loss and deduction with respect to property such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations promulgated thereunder. Any elections or other decisions relating to the allocations in this Section shall be made by the Managing Member in a manner that is subject reflects the purpose and intention of this Agreement. Allocations pursuant to such Member Nonrecourse Debt this Section are solely for purposes of federal, state and thenlocal taxes and shall not affect, if necessaryor in any way be taken into account in computing, a pro-rata portion any Member’s Capital Account or share of the Company’s Net Profits, Net Losses and any other items or distributions pursuant to any provision of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsthis Agreement. (ii) If for any Fiscal Period of the Company there is a net decrease in Company Minimum Gain attributable to Company Nonrecourse Liabilitiesfor a Taxable Year, each Member shall must be allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) that Taxable Year equal to such that Member’s share of such the net decrease (except to the extent such in Company Minimum Gain. A Member’s share of such the net decrease in Company Minimum Gain is the amount of the total net decrease multiplied by the Member’s percentage share of the Company Minimum Gain at the end of the immediately preceding Taxable Year. A Member’s share of any decrease in Company Minimum Gain resulting from a revaluation of Company Property equals the increase in the Member’s Capital Account attributable to the revaluation to the extent tile reduction in minimum gain is caused by a change in debt structure the revaluation. This Section 9.3(ii) is intended to comply with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable Treasury Regulations. Nonrecourse Deductions Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iii) If for any Fiscal Period of the Company during a Taxable Year there is a net decrease in Member Minimum Gain, any Member with a share of that Member Minimum Gain attributable (as determined under Regulations Section 1.704-2(i)(5)) as of the beginning of that Taxable Year must be allocated items for income, and gain for that Taxable Year (and, if necessary, for succeeding Taxable Years) equal to that Member’s share of the net decrease in the Company Minimum Gain. A Member’s share of the net decrease in Member Minimum Gain is determined in a manner consistent with the provisions of paragraph (g)(2) of Regulations Section 1.704-2. In addition, rules consistent with those applicable to Company Minimum Gain shall be applied to determine the shares of Members Minimum Gain and Member Nonrecourse DebtMinimum Gain chargeback to the extent provided under the Regulations Section 1.704-2(i)(4). (iv) In the event any Member unexpectedly receives an Offsettable Decrease, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall will be allocated items of Company income and gain for to all such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) equal to such Member’s share of such net decrease (except Members in proportion to the extent such Member’s share amounts of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s Adjusted Capital Account. All Net Losses in excess of the limitation set forth in this Section 4.2(b) shall be allocated to Members with positive their respective Adjusted Capital Account balances remaining at such time in proportion to such positive balances. (c) In the event that a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Account, items of Company income and gain shall be allocated to that Member Deficits in an amount and manner sufficient to eliminate the deficit balance offset such Offsettable Decrease as quickly as a possible. (d) In the event . It is intended that any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation Period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d9.3(iv) shall qualify and be made only if and to the extent that such Member would have a deficit balance in its capital account after all other allocations provided for in this Article IV have been tentatively made as if Section 4.2(c) and this Section 4.2(d) were not in this Agreement. (e) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units. (f) If, construed as a result “qualified income offset” within the meanings of an exercise of a noncompensatory warrant, a Capital Account reallocation is required under Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(xl(b)(2)(ii)(d). (gv) The allocations set forth in subsections Sections 9.3(ii), (aiii) through and (civ) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of Regulations Sections 1.704-l(b) and 1.704-2. The Regulatory Allocations may not be consistent with the Treasury Regulations. It is manner in which the intent Members intend to distribute the cash of the Company or allocate Company income or loss. Accordingly, the Managing Member is hereby authorized to allocate Net Profits, Net Losses and other items of income, gains, loss and deductions to the Members so as to prevent the Regulatory Allocations from distorting the manner in which Company distributions will be divided between the Members. In general, the Members anticipate that this will be accomplished by specially allocating other Net Profits, Net Losses and other items of income, gain, loss and deduction to the Members so that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding any other provisions of this Article IV (other than the Regulatory Allocations), the Board shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, the net amount of such allocations to each Member isof other Net Profits, Net Losses and other items and the Regulatory Allocations to the extent possible, Members shall be equal to the net amount such Member that would have been allocated between the Members if the Regulatory Allocations were had not part of the Agreement and all Company items were allocated pursuant to Section 4.1occurred. However, the remaining subsections of Managing Member shall have discretion to accomplish this Section 4.2 and Section 7.1(b)(v)result in any reasonable manner. (hvi) In For purposes of determining the event Units are issued Net Profits, Net Losses and any other items of income, gain, loss and deduction allocable to any period, Net Profits, Net Losses and any such other items shall be determined on a Person daily, monthly or other basis, as determined by the Managing Member using any permissible method under Code Section 706 and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members in proportion to the positive balances in their Capital Accounts immediately before the issuance of such UnitsRegulations thereunder.

Special Allocations. (a) Notwithstanding any of the provisions of Section 4.1 to the contrary: (i) If during any Fiscal Period of the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to Member Nonrecourse Deductions, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject to such Member Nonrecourse Debt and then, if necessary, a pro-pro rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulations. (ii) If for any Fiscal Period of the Company there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities, each Member shall be allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-pro rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable Treasury Regulations. Nonrecourse Deductions shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulations. (iii) If for any Fiscal Period of the Company there is a net decrease in Minimum Gain attributable to a Member Nonrecourse Debt, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-pro rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such a Member without causing or increasing a deficit balance in the Member’s Adjusted Capital Account. All Net Losses in excess of the limitation set forth in this Section 4.2(b) shall be allocated to Members with positive Adjusted Capital Account balances remaining at such time in proportion to such positive balances. (c) In the event that a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Account, items of Company income and gain shall be allocated to that Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation Period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d) shall be made only if and to the extent that such Member would have a deficit balance in its capital account after all other allocations provided for in this Article IV have been tentatively made as if Section 4.2(c) and this Section 4.2(d) were not in this Agreement. (e) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units. (f) If, as a result of an exercise of a noncompensatory warrant, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x). (g) The allocations set forth in subsections (a) through (c) of this Section 4.2 (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 that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g4.2(d). Therefore, notwithstanding any other provisions of this Article IV (other than the Regulatory Allocations), the Board shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, the net amount of allocations to each Member Member’s Adjusted Capital Account balance is, to the extent possible, equal to the amount Adjusted Capital Account balance such Member would have been allocated had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 4.1, 4.1 and the remaining subsections of this Section 4.2 and Section 7.1(b)(v)4.2. (he) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Units.

Special Allocations. (a) Notwithstanding any of the provisions of Section 4.1 to the contrary: (i) If during any Fiscal Period of the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to Member Nonrecourse Deductions, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject to such Member Nonrecourse Debt and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulations. (ii) If for any Fiscal Period of the Company there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities, each Member shall be allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable Treasury Regulations. Nonrecourse Deductions shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulations. (iii) If for any Fiscal Period of the Company there is a net decrease in Minimum Gain attributable to a Member Nonrecourse Debt, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such a Member without causing or increasing a deficit balance in the Member’s Adjusted Capital Account. All Net Losses in excess of the limitation set forth in this Section 4.2(b) shall be allocated to Members with positive Adjusted Capital Account balances remaining at such time in proportion to such positive balances. In the event an allocation of Net Losses has been made to any Member(s) pursuant to the terms of this Section 4.2(b), Net Profits shall be allocated to such Member(s), in proportion to the amount of such allocation of Net Losses, until such Member(s) receive an allocation of Net Profits equal to such amount of Net Losses allocated pursuant to the terms of this Section 4.2(b). (c) In the event that a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Account, items of Company income and gain shall be allocated to that Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation Period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d) shall be made only if and to the extent that such Member would have a deficit balance in its capital account after all other allocations provided for in this Article IV have been tentatively made as if Section 4.2(c) and this Section 4.2(d) were not in this Agreement. (e) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units. (fe) If, as a result of an exercise of a noncompensatory warrant, a Capital Account reallocation is required under Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3) (as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations), the Company shall make corrective allocations pursuant to Proposed Treasury Regulation Section 1.704-1(b)(4)(x), as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations. (gf) The allocations set forth in subsections (a) through (c) of this Section 4.2 (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 that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g4.2(f). Therefore, notwithstanding any other provisions of this Article IV (other than the Regulatory Allocations), the Board shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, equal to the amount such Member would have been allocated if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 4.1, 4.1 and the remaining subsections of this Section 4.2 and Section 7.1(b)(v)4.2. (hg) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Units.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members in accordance with their Percentage Interests. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This section is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.2(f) were not in this Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (g) If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income, gain and Simulated Gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV V have been tentatively made as if Section 4.2(c5.2(f) and this Section 4.2(d5.2(g) were not in this Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrant, a Capital Account reallocation is required under gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), 1(b)(2)(iv)(m)(2) if such section applies or to the Company shall make corrective allocations pursuant Member to whom such distribution was made if Treasury Regulation Regulations Section 1.704-1(b)(4)(x)1(b)(2)(iv)(m)(4) applies. (gi) The allocations set forth in subsections (aSections 5.2(a) through 5.2(h) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV V (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. This Section 5.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v)shall be interpreted in a manner consistent therewith. (hj) In the event Units are issued to Items of income, gain, loss, expense or credit resulting from a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction Covered Audit Adjustment shall be allocated to the Members in accordance with the applicable provisions of the Bipartisan Budget Act. (k) For purposes of maintaining Capital Accounts, the Simulated Basis of each Depletable Property shall be allocated among the Members in accordance with the Percentage Interests at the time of the acquisition of such Depletable Property. Simulated Depletion for each Depletable Property, and Simulated Loss upon the Disposition of a Depletable Property, shall be allocated among the Members in proportion to their shares of the positive balances Simulated Basis in their Capital Accounts immediately before such property. (l) If the issuance initial Percentage Interests of the Members are adjusted, as of the Effective Time, to reflect any Units (i) issued to the Contributors from the Company from the Defect Holdback Amount or (ii) surrendered by the Contributors to the Company in an Indemnification Surrender, items of income, gain, loss and deduction shall be allocated among the Members in a manner that results in the cumulative amounts of such Unitsitems that have been allocated to each Member since the Effective Time equaling the cumulative amounts that would have been allocated to such Member had the adjusted Percentage Interests been in effect for each Fiscal Year or other taxable period beginning on or after the Effective Time.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Taxable Year or other taxable period shall be specially allocated to the Members on a pro rata basis in accordance with the number of Common Units owned by each Member. The amount of Nonrecourse Deductions for a Taxable Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Taxable Year or other taxable period over the aggregate amount of any distributions during that Taxable Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Taxable Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this LLC Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Taxable Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Taxable Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Taxable Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This Section 5.2(c) is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this LLC Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable during any Taxable Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Taxable Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This Section 5.2(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Taxable Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Taxable Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d5.2(f) shall be made only if and to the extent that such Member would have a deficit balance in its capital account an Adjusted Capital Account Deficit after all other allocations provided for in this Article IV Section 5.1 and Section 5.2 have been tentatively made as if Section 4.2(c) and this Section 4.2(d5.2(f) were not in this LLC Agreement. (e. This Section 5.2(f) If any holder of Incentive Units forfeits all or is intended to constitute a portion of such Units, such holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units. (f) If, as a result of an exercise of a noncompensatory warrant, a Capital Account reallocation is required qualified income offset under Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x). (g1(b)(2)(ii) The allocations set forth in subsections (a) through (c) of this Section 4.2 (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 that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding any other provisions of this Article IV (other than the Regulatory Allocations), the Board shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, equal to the amount such Member would have been allocated if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v). (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Unitsinterpreted consistently therewith.

Special Allocations. (a) Notwithstanding any of the provisions of Section 4.1 to the contrary: (i) If during any Fiscal Period fiscal year of the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to Member Nonrecourse Deductions, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period year (consisting first of cost recovery or depreciation deductions with respect to property that is subject to such Member Nonrecourse Debt and then, if necessary, a pro-pro rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent periodyear) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulations. (ii) If for any Fiscal Period fiscal year of the Company there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities, each Member shall be allocated items of Company income and gain for such period year (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-pro rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable Treasury Regulations. Nonrecourse Deductions shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulations. (iii) If for any Fiscal Period fiscal year of the Company there is a net decrease in Minimum Gain attributable to a Member Nonrecourse Debt, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company income and gain for such period year (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-pro rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such a Member without causing or increasing a deficit balance in the Member’s Adjusted Capital AccountAccount balance. All Net Losses in excess of the limitation limitations set forth in this Section 4.2(b) shall be allocated to Members with positive Adjusted Capital Account balances remaining at such time in proportion to such positive balances. In the event an allocation of Net Losses has been made to any Member(s) pursuant to the terms of this Section 4.2(b), Net Profits shall be allocated to such Member(s), in proportion to the amount of such allocation of Net Losses, until such Member(s) receive an allocation of Net Profits equal to such amount of Net Losses allocated pursuant to the terms of this Section 4.2(b). (c) In the event that a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Account, items of Company income and gain shall be allocated to that Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible; provided, however, that an allocation pursuant to this Section 4.2(c) 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 for in this Section 4.2 have been tentatively made as if this Section 4.2(c) were not in this Agreement. This Section 4.2(c) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation Periodfiscal period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided provided, however, that an allocation pursuant to this Section 4.2(d) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Adjusted Capital Account after all other allocations provided for in this Article IV Section 4.2 have been tentatively made as if Section 4.2(c) and this Section 4.2(d) were not in this Agreement. (e) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Internal Revenue Code Section 734(b) or Internal Revenue Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Company Interests, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Treasury Regulation Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (f) If any holder of Incentive Units forfeits all or a portion of such UnitsCompany Interests, such holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units. (f) If, as a result of an exercise of a noncompensatory warrant, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x)Interests. (g) The allocations set forth in subsections (a) through (ce) of this Section 4.2 (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 that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding any other provisions of this Article IV (other than the Regulatory Allocations), the Board shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, the net amount of allocations to each Member Member’s Adjusted Capital Account balance is, to the extent possible, equal to the amount Adjusted Capital Account balance such Member would have been allocated had if the Regulatory Allocations were not part of the this Agreement and all Company items were allocated pursuant to Section 4.1, 4.1 and the remaining subsections of this Section 4.2 and Section 7.1(b)(v)4.2. (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Units.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Members under any method determined by the Managing Member to be appropriate and in accordance with the applicable Treasury Regulations. The amount of Nonrecourse Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Fiscal Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1. 704-2(i). If more than one Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This section is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable during any Fiscal Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Fiscal Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.2(f) were not in this Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (g) If any Member has a deficit balance in its Capital Account at the end of any Fiscal Year or other taxable period that is in excess of the sum of (i) the amount that such Member is obligated to restore and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV V have been tentatively made as if Section 4.2(c5.2(f) and this Section 4.2(d5.2(g) were not in this Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrant, a Capital Account reallocation is required under gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), 1(b)(2)(iv)(m)(2) if such section applies or to the Company shall make corrective allocations pursuant Member to whom such distribution was made if Treasury Regulation Regulations Section 1.704-1(b)(4)(x)1(b)(2)(iv)(m)(4) applies. (gi) The allocations set forth in subsections (aSections 5.2(a) through 5.2(h) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV V (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. This Section 5.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v). (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members interpreted in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Unitsa manner consistent therewith.

Special Allocations. (a) Notwithstanding any of the provisions of Section 4.1 to the contrary: (i) If during any Fiscal Period fiscal year of the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to Member Nonrecourse Deductions, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period year (consisting first of cost recovery or depreciation deductions with respect to property that is subject to such Member Nonrecourse Debt and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent periodyear) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulations. (ii) If for any Fiscal Period fiscal year of the Company there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities, each Member shall be allocated items of Company income and gain for such period year (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable Treasury Regulations. Nonrecourse Deductions shall be allocated to the Members as determined by the Board, in accordance with their respective Sharing Ratios to the extent permitted by the Treasury Regulations. (iii) If for any Fiscal Period fiscal year of the Company there is a net decrease in Minimum Gain attributable to a Member Nonrecourse Debt, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company income and gain for such period year (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periodsyears) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such a Member without causing or increasing a deficit balance in the Member’s Adjusted Capital AccountAccount balance. All Net Losses in excess of the limitation limitations set forth in this Section 4.2(b) shall be allocated to Members with positive Adjusted Capital Account balances remaining at such time in proportion to such positive balances. (c) In the event that a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Regulations Section 1.704-1.704- 1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Account, items of Company income and gain shall be allocated to that Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation Periodallocation period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided provided, that an allocation pursuant to this Section 4.2(d) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account after all other allocations provided for in this Article IV have been tentatively made as if Section 4.2(c) and this Section 4.2(d) were not in this Agreement. (e) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in the year of such forfeiture in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units. (f) If, as a result of an exercise of a noncompensatory non-compensatory warrant, a Capital Account reallocation is required under Treasury Regulation Regulations Section 1.704-1.704- 1(b)(2)(iv)(s)(3) (as such Treasury Regulations may be amended or modified), the Company shall make corrective allocations pursuant to Proposed Treasury Regulation Regulations Section 1.704-1(b)(4)(x), as such Treasury Regulations may be amended or modified. (gf) The allocations set forth in subsections (a) through (ce) of this Section 4.2 (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 that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g4.2(f). Therefore, notwithstanding any other provisions of this Article IV (other than the Regulatory Allocations), the Board shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, equal to the amount such Member would have been allocated if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 4.1, 4.1 and the remaining subsections of this Section 4.2 and Section 7.1(b)(v)4.2. (hg) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Units.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Taxable Year or other taxable period shall be specially allocated to the Members on a pro rata basis in accordance with the number of Units owned by each Member. The amount of Nonrecourse Deductions for a Taxable Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Taxable Year or other taxable period over the aggregate amount of any distributions during that Taxable Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Taxable Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one (1) Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this LLC Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Taxable Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Taxable Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Taxable Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such year (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This Section 5.2(c) is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this LLC Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable during any Taxable Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Taxable Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) year in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This section is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Taxable Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Taxable Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in Section 5.1 and Section 5.2 have been tentatively made as if this Section 5.2(f) were not in this LLC Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii) and shall be interpreted consistently therewith. (g) If any Member has a deficit balance in its Capital Account at the end of any Taxable Year or other taxable period that is in excess of the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV Section 5.1 and Section 5.2 have been tentatively made as if Section 4.2(c5.2(f) and this Section 4.2(d5.2(g) were not in this LLC Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete liquidation of such Member’s Units in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrantgain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such section applies or to the Member to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (i) Notwithstanding anything to the contrary contained in this LLC Agreement, in the event the Gross Asset Value of any Company asset is adjusted pursuant to clause (b)(vi) of the definition of Gross Asset Value, any Profits or Losses resulting from such adjustment shall, in the manner reasonably determined by the Managing Member, be allocated among the Members (including the Members who held the Units giving rise to such adjustment) such that the Capital Account balance relating to each Unit is equal in amount immediately after making such allocation, after taking into account the Distribution Catch-Up Payment, in accordance with principles similar to those set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(s); provided, that if the foregoing allocations pursuant to this Section 5.2(i) are insufficient to cause the Capital Account balance relating to each Unit to be so equal in amount, then the Managing Member, in its reasonable discretion, shall cause a Capital Account reallocation is required under in accordance with principles similar to those set forth in Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), ) to cause the Company shall make corrective allocations pursuant Capital Account balance relating to Treasury Regulation Section 1.704-1(b)(4)(x)each Unit to be so equal in amount. (gj) The allocations set forth in subsections (aSections 5.2(a) through 5.2(g) (c) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV V (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. In general, the Members anticipate that this shall be accomplished by specially allocating other Profits and Loss among the Members so that the net amount of Regulatory Allocations and such special allocations to each such Member is zero. This Section 5.2(j) is intended to minimize to the extent possible and to the extent necessary any economic distortions that may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v). (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members interpreted in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Unitsa manner consistent therewith.

Special Allocations. (a) Notwithstanding Nonrecourse Deductions for any Taxable Year or other taxable period shall be specially allocated to the Members on a pro rata basis in accordance with the number of Common Units owned by each Member. The amount of Nonrecourse Deductions for a Taxable Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Taxable Year or other taxable period over the aggregate amount of any distributions during that Taxable Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations Section 4.1 1.704-2(d). (b) Any Member Nonrecourse Deductions for any Taxable Year or other taxable period shall be specially allocated to the contrary: (i) If during any Fiscal Period Member who bears economic risk of loss with respect to the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to which such Member Nonrecourse Deductions, each Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one (1) Member bearing bears the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such period (consisting first of cost recovery or depreciation deductions with respect to property that is subject Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 5.2(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and then, if necessary, a pro-rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent period) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury Regulationsshall be interpreted consistently therewith. (iic) If for Notwithstanding any Fiscal Period other provision of this LLC Agreement to the Company contrary, if there is a net decrease in Company Minimum Gain attributable during any Taxable Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Taxable Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to Company Nonrecourse Liabilitiesallocate among the Members under this Section 5.2(c)), each Member shall be specially allocated items of Company income and gain for such Taxable Year or other taxable period (consisting first of gain recognized from the Transfer of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Company Minimum Gain during such taxable period (except to the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable pursuant to Treasury RegulationsRegulations Section 1.704-2(g)(2)). Nonrecourse Deductions This Section 5.2(c) is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall be allocated to the Members as determined by the Board, to the extent permitted by the Treasury Regulationsinterpreted consistently therewith. (iiid) If for Notwithstanding any Fiscal Period other provision of the Company this LLC Agreement except Section 5.2(c), if there is a net decrease in Member Minimum Gain attributable during any Taxable Year or other taxable period (or if there was a net decrease in Member Minimum Gain for a prior Taxable Year or other taxable period and the Company did not have sufficient amounts of income and gain during prior periods to a Member Nonrecourse Debtallocate among the Members under this Section 5.2(d)), each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be specially allocated items of Company income and gain for such taxable period (consisting first of gain recognized from the Transfer of Company property subject to Member Nonrecourse Debt, and then, if necessary, a pro-rata portion of the Company’s other items of income and gain, and if necessary, for subsequent periods) in an amount equal to such Member’s share of such the net decrease in Member Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This Section 5.2(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.2(a) and Section 5.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such Member’s share of such net decrease is caused by a change in debt structure such that the Member Nonrecourse Debt becomes partially or wholly a Company Nonrecourse Liability or by the Company’s use of capital contributed by allocation would cause such Member to repay the Member Nonrecourse Debt) as determined in accordance with applicable Treasury Regulations. (b) The Net Losses allocated pursuant to this Article IV to a Member shall not exceed the maximum amount of Net Losses that can be allocated to such Member without causing or increasing a deficit balance in the Member’s have an Adjusted Capital AccountAccount Deficit (or increase any existing Adjusted Capital Account Deficit) at the end of such Taxable Year or other taxable period. All Net Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.2(b5.2(e) shall be allocated to the Members with positive who do not have an Adjusted Capital Account balances remaining at such time Deficit in proportion to their relative positive Capital Accounts but only to the extent that such positive balancesLosses and other items of loss and expense do not cause any such Member to have an Adjusted Capital Account Deficit. (cf) In Notwithstanding any provision hereof to the contrary except Section 5.2(c) and Section 5.2(d), in the event that a any Member unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) or (6) that causes or increases a deficit balance in such Member’s Adjusted Capital Accountof Treasury Regulations Section 1.704-1(b)(2) (ii)(d), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Taxable Year or other taxable period) shall be specially allocated to that such Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end Deficit of any Allocation Period, such that Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 4.2(d5.2(f) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in Section 5.1 and Section 5.2 have been tentatively made as if this Section 5.2(f) were not in this LLC Agreement. This Section 5.2(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii) and shall be interpreted consistently therewith. (g) If any Member has a deficit balance in its Capital Account at the end of any Taxable Year or other taxable period that is in excess of the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Sections 1.704-2(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its capital account Capital Account in excess of such sum after all other allocations provided for in this Article IV Section 5.1 and Section 5.2 have been tentatively made as if Section 4.2(c5.2(f) and this Section 4.2(d5.2(g) were not in this LLC Agreement. (eh) If any holder of Incentive Units forfeits all or a portion of such Units, such holder shall be allocated items of loss and deduction in To the year of such forfeiture in extent an amount equal adjustment to the portion adjusted tax basis of such holder’s any Company asset pursuant to Code Sections 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account attributable to such forfeited Units. (f) If, Accounts as a result of a distribution to any Member in complete or partial liquidation of such Member’s Units in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an exercise item of a noncompensatory warrant, a Capital Account reallocation is required under gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such item of gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(s)(3), 1(b) (2)(iv)(m)(2) if such Section applies or to the Company shall make corrective allocations pursuant Member to whom such distribution was made if Treasury Regulation Regulations Section 1.704-1(b)(4)(x)1(b)(2)(iv)(m)(4) applies. (gi) The allocations set forth in subsections (aSections 5.2(a) through (ch) of this Section 4.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury RegulationsRegulations Sections 1.704-1(b) and 1.704-2. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 4.2(g). Therefore, notwithstanding Notwithstanding any other provisions provision of this Article IV V (other than the Regulatory Allocations), the Board Regulatory Allocations (and anticipated future Regulatory Allocations) shall make such offsetting special allocations be taken into account in whatever manner it determines appropriate allocating other items of income, gain, loss and deduction among the Members so that, after such offsetting allocations are made, the net amount of allocations to each Member is, to the extent possible, the net amount of such allocation of other items and the Regulatory Allocations to each Member should be equal to the net amount such Member that would have been allocated to each such Member if the Regulatory Allocations were had not part occurred. In general, the Members anticipate that this shall be accomplished by specially allocating other Profits and Loss among the Members so that the net amount of Regulatory Allocations and such special allocations to each such Member is zero. This Section 5.2(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions that may result from application of the Agreement Regulatory Allocations and all Company items were allocated pursuant to Section 4.1, the remaining subsections of this Section 4.2 and Section 7.1(b)(v). (h) In the event Units are issued to a Person and the issuance of such Units results in items of income or deduction to the Company, such items of income or deduction shall be allocated to the Members interpreted in proportion to the positive balances in their Capital Accounts immediately before the issuance of such Unitsa manner consistent therewith.