Common use of Special Tax Allocations Clause in Contracts

Special Tax Allocations. The allocations in this Section 6.9 shall be given effect before giving effect to the allocations contained in Sections 6.1 through Section 6.5: (a) Notwithstanding any provision contained herein to the contrary, if the amount of Net Loss and Loss for any Adjustment Period that would otherwise be allocated to a Member hereunder would cause or increase a deficit balance in such Member’s Capital Account to an amount in excess of the sum of such Member’s share of Minimum Gain as of the last day of such Adjustment Period, then a proportionate part of such Net Loss and Loss equal to such excess shall be allocated proportionately first to the other Members in an amount up to, but not in excess of, the amount that would cause or increase a deficit balance in each of such Member’s Capital Accounts to an amount equal to the sum of their respective shares of Minimum Gain as of the last day of such Adjustment Period. For purposes of this Section 6.9(a), each Member’s Capital Account shall be computed as of the last day of such Adjustment Period in the manner provided in the definition of Capital Account, but shall be reduced for the items described in Section 1.704-1(b)(2)(ii)-(d)(4), (5) and (6) of the Treasury Regulations interpreting the IRC. (b) Notwithstanding any provision in this Agreement to the contrary, if any of the Members, as of the last day of any Adjustment Period, has a deficit balance in its Capital Account that exceeds the sum of its share of Minimum Gain as of such last day, then all items of income and gain of the Company (consisting of a prorata portion of each item of Company income, including gross income and Gain) for such Adjustment Period shall be allocated to such Members in the amount and in the proportions required to eliminate such excess as quickly as possible. For purposes of this Section, a Member’s Capital Account shall be computed as of the last day of an Adjustment Period in the manner provided in the definition of Capital Account, but shall be increased by any allocation of income to such Member for such Adjustment Period under Section 6.9(c). (c) Notwithstanding any provision in this Agreement to the contrary, if there is a net decrease in the Minimum Gain during any Adjustment Period, then all items of gross income and Gain of the Company for such Adjustment Period (and, if necessary, for subsequent Adjustment Periods) shall be allocated to each Member in proportion to, and to the extent of, an amount equal to the greater of (i) the portion of such Member’s share of the net decrease that is allocable to the disposition of Company property subject to one or more nonrecourse liabilities of the Company or (ii) the deficit balance in such Member’s Capital Account (determined before any allocation for such Adjustment Period) in excess of the sum of such Member’s share of the Minimum Gain as of the close of such Adjustment Period. The items required to be allocated to the Members under this Section 6.9(c) shall be determined in accordance with Section 1.704-2(f) of the Treasury Regulations. (d) Notwithstanding any other provision contained herein, any item of Company loss, deduction or IRC Section 705(a)(2)(B) expenditure that is attributable to a nonrecourse liability of the Company for which any Member bears the economic risk of loss (e.g., a Member or an Affiliate makes the nonrecourse loan to the Company) shall be allocated to the Member or Members who bear the economic risk of loss with respect to such liability to the extent required in Section 1.704-2(i) of the Treasury Regulations interpreting the IRC.

Special Tax Allocations. The allocations in this Section 6.9 shall be given effect before giving effect to the allocations contained in Sections 6.1 through Section 6.5: (a) Notwithstanding any provision contained herein to the contrary, if the amount of Net Loss and Loss for any Adjustment Period that would otherwise be allocated to a Member hereunder would cause or increase a deficit balance in such Member’s Capital Account to an amount in excess of the sum of such Member’s share of Minimum Gain as of the last day of such Adjustment Period, then a proportionate part of such Net Loss and Loss equal to such excess shall be allocated proportionately first to the other Members in an amount up to, but not in excess of, the amount that would cause or increase a deficit balance in each of such Member’s Capital Accounts to an amount equal to the sum of their respective shares of Minimum Gain as of the last day of such Adjustment Period. For purposes of this Section 6.9(a), each Member’s Capital Account shall be computed as of the last day of such Adjustment Period in the manner provided in the definition of Capital Account, but shall be reduced for the items described in Section 1.704-1(b)(2)(ii)-(d)(4), (5) and (6) of the Treasury Regulations interpreting the IRC. (b) Notwithstanding any provision in this Agreement to the contrary, if any of the Members, as of the last day of any Adjustment Period, has a deficit balance in its Capital Account that exceeds the sum of its share of Minimum Gain as of such last day, then all items of income and gain of the Company (consisting of a prorata portion of each item of Company income, including gross income and Gain) for such Adjustment Period shall be allocated to such Members in the amount and in the proportions required to eliminate such excess as quickly as possible. For purposes of this Section, a Member’s Capital Account shall be computed as of the last day of an Adjustment Period in the manner provided in the definition of Capital Account, but shall be increased by any allocation of income to such Member for such Adjustment Period under Section 6.9(c). (c) Notwithstanding any provision in this Agreement to the contrary, if there is a net decrease in the Minimum Gain during any Adjustment Period, then all items of gross income and Gain of the Company for such Adjustment Period (and, if necessary, for subsequent Adjustment Periods) shall be allocated to each Member in proportion to, and to the extent of, an amount equal to the greater of (i) the portion of such Member’s share of the net decrease that is allocable to the disposition of Company property subject to one or more nonrecourse liabilities of the Company or (ii) the deficit balance in such Member’s Capital Account (determined before any allocation for such Adjustment Period) in excess of the sum of such Member’s share of the Minimum Gain as of the close of such Adjustment Period. The items required to be allocated to the Members under this Section 6.9(c) shall be determined in accordance with Section 1.704-2(f) of the Treasury Regulations. (d) Notwithstanding any other provision contained herein, any item of Company loss, deduction or IRC Section 705(a)(2)(B) expenditure that is attributable to a nonrecourse liability of the Company for which any Member bears the economic risk of loss (e.g., a Member or an Affiliate makes the nonrecourse loan to the Company) shall be allocated to the Member or Members who bear the economic risk of loss with respect to such liability to the extent required in Section 1.704-2(i) of the Treasury Regulations interpreting the IRCCode.

Special Tax Allocations. The allocations in this Section 6.9 shall be given effect before giving effect to the allocations contained in Sections 6.1 through Section 6.56.6: (a) Notwithstanding any provision contained herein to the contrary, if the amount of Net Loss and Loss for any Adjustment Period that would otherwise be allocated to a Member hereunder would cause or increase a deficit balance in such Member’s 's Capital Account to an amount in excess of the sum of such Member’s 's share of Minimum Gain as of the last day of such Adjustment Period, then a proportionate part of such Net Loss and Loss equal to such excess shall be allocated proportionately first to the other Members in an amount up to, but not in excess of, the amount that would cause or increase a deficit balance in each of such Member’s 's Capital Accounts to an amount equal to the sum of their respective shares of Minimum Gain as of the last day of such Adjustment Period. For purposes of this Section 6.9(a), each Member’s 's Capital Account shall be computed as of the last day of such Adjustment Period in the manner provided in the definition of Capital Account, but shall be reduced for the items described in Section 1.704l.704-1(b)(2)(ii)-(d)(4l (b)(2)(ii)-(d)(4), (5) and (6) of the Treasury Regulations interpreting the IRC. (b) Notwithstanding any provision in this Agreement to the contrary, if any of the Members, as of the last day of any Adjustment Period, has a deficit balance in its Capital Account that exceeds the sum of its share of Minimum Gain as of such last day, then all items of income and gain of the Company (consisting of a prorata portion of each item of Company income, including gross income and Gain) for such Adjustment Period shall be allocated to such Members in the amount and in the proportions required to eliminate such excess as quickly as possible. For purposes of this Section, a Member’s 's Capital Account shall be computed as of the last day of an Adjustment Period in the manner provided in the definition of Capital Account, but shall be increased by any allocation of income to such Member for such Adjustment Period under Section 6.9(c6.8(c). (c) Notwithstanding any provision in this Agreement to the contrary, if there is a net decrease in the Minimum Gain during any Adjustment Period, then all items of gross income and Gain of the Company for such Adjustment Period (and, if necessary, for subsequent Adjustment Periods) shall be allocated to each Member in proportion to, and to the extent of, an amount equal to the greater of (i) the portion of such Member’s 's share of the net decrease that is allocable to the disposition of Company property subject to one or more nonrecourse liabilities of the Company or (ii) the deficit balance in such Member’s 's Capital Account (determined before any allocation for such Adjustment Period) in excess of the sum of such Member’s 's share of the Minimum Gain as of the close of such Adjustment Period. The items required to be allocated to the Members under this Section 6.9(c) shall be determined in accordance with Section 1.704-2(f) of the Treasury Regulations. (d) Notwithstanding any other provision prov1s1on contained herein, any item of Company loss, deduction or IRC Section 705(a)(2)(B) expenditure that is attributable to a nonrecourse liability of the Company for which any Member bears the economic risk of loss (e.g., a Member or an Affiliate makes the nonrecourse loan to the Company) shall be allocated to the Member or Members who bear the economic risk of loss with respect to such liability to the extent required in Section 1.704-2(i) of the Treasury Regulations interpreting the IRCCode.

Special Tax Allocations. The allocations in this Section 6.9 shall be given effect before giving effect to the allocations contained in Sections 6.1 through Section 6.5: (a) Notwithstanding any provision contained herein to the contrary, if the amount of Net Loss and Loss for any Adjustment Period that would otherwise be allocated to a Member hereunder would cause or increase a deficit balance in such Member’s 's Capital Account to an amount in excess of the sum of such Member’s 's share of Minimum Gain as of the last day of such Adjustment Period, then a proportionate part of such Net Loss and Loss equal to such excess shall be allocated proportionately first to the other Members in an amount up to, but not in excess of, the amount that would cause or increase a deficit balance in each of such Member’s 's Capital Accounts to an amount equal to the sum of their respective shares of Minimum Gain as of the last day of such Adjustment Period. For purposes of this Section 6.9(a), each Member’s 's Capital Account shall be computed as of the last day of such Adjustment Period in the manner provided in the definition of Capital Account, but shall be reduced for the items described in Section 1.704-1(b)(2)(ii)-(d)(4l(b)(2)(ii)-(d)(4), (5) and (6) of the Treasury Regulations interpreting the IRC. (b) Notwithstanding any provision in this Agreement to the contrary, if any of the Members, as of the last day of any Adjustment Period, has a deficit balance in its Capital Account that exceeds the sum of its share of Minimum Gain as of such last day, then all items of income and gain of the Company (consisting of a prorata portion of each item of Company income, including gross income and Gain) for such Adjustment Period shall be allocated to such Members in the amount and in the proportions required to eliminate such excess as quickly as possible. For purposes of this Section, a Member’s 's Capital Account shall be computed as of the last day of an Adjustment Period in the manner provided in the definition of Capital Account, but shall be increased by any allocation of income to such Member for such Adjustment Period under Section 6.9(c). (c) Notwithstanding any provision in this Agreement to the contrary, if there is a net decrease in the Minimum Gain during any Adjustment Period, then all items of gross income and Gain of the Company for such Adjustment Period (and, if necessary, for subsequent Adjustment Periods) shall be allocated to each Member in proportion to, and to the extent of, an amount equal to the greater of (i) the portion of such Member’s ' s share of the net decrease that is allocable to the disposition of Company property subject to one or more nonrecourse liabilities of the Company or ({ii) the deficit balance in such Member’s 's Capital Account (determined before any allocation for such Adjustment Period) in excess of the sum of such Member’s 's share of the Minimum Gain as of the close of such Adjustment Period. The items required to be allocated to the Members under this Section 6.9(c) shall be determined in accordance with Section 1.704l.704-2(f) of the Treasury Regulations. (d) Notwithstanding any other provision prov1S1on contained herein, any item of Company loss, deduction or IRC Section 705(a)(2)(B705(a)(2){B) expenditure that is attributable to a nonrecourse liability of the Company for which any Member bears the economic risk of loss (e.g., a Member or an Affiliate makes the nonrecourse loan to the Company) shall be allocated to the Member or Members who bear the economic risk of loss with respect to such liability to the extent required in Section 1.704-2(i) of the Treasury Regulations interpreting the IRCCode.

Special Tax Allocations. The following allocations in this Section 6.9 shall be given effect before giving effect to made in the allocations contained in Sections 6.1 through Section 6.5:following order (unless a different order is required by the applicable Treasury Regulations): (a) Notwithstanding any provision contained herein to the contrary, if the amount of Net Loss and Loss for any Adjustment Period that would otherwise Nonrecourse Deductions shall be allocated to a Member hereunder would cause or increase a deficit balance in such Member’s Capital Account to an amount in excess of the sum of such Member’s share of Minimum Gain Members as of determined by the last day of such Adjustment PeriodManager, then a proportionate part of such Net Loss and Loss equal to such excess shall be allocated proportionately first to the other Members in an amount up to, but not in excess of, the amount that would cause or increase a deficit balance in each of such Member’s Capital Accounts to an amount equal to the sum of their respective shares of Minimum Gain as of the last day of such Adjustment Period. For purposes of this Section 6.9(a), each Member’s Capital Account shall be computed as of the last day of such Adjustment Period in the manner provided in the definition of Capital Account, but shall be reduced for the items described in Section 1.704-1(b)(2)(ii)-(d)(4), (5) and (6) of extent permitted by the Treasury Regulations interpreting the IRCRegulations. (b) Notwithstanding any provision in this Agreement Member Nonrecourse Deductions attributable to the contrary, if any of the Members, as of the last day of any Adjustment Period, has a deficit balance in its Capital Account that exceeds the sum of its share of Minimum Gain as of such last day, then all items of income and gain of the Company (consisting of a prorata portion of each item of Company income, including gross income and Gain) for such Adjustment Period Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Members in Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the amount and in Economic Risk of Loss for such Member Nonrecourse Debt, the proportions required to eliminate such excess as quickly as possible. For purposes of this Section, a Member’s Capital Account shall be computed as of the last day of an Adjustment Period in the manner provided in the definition of Capital Account, but shall be increased by any allocation of income Member Nonrecourse Deductions attributable to such Member for such Adjustment Period under Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 6.9(c)6.02(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision in this Agreement hereof to the contrarycontrary and except to the extent provided in Treasury Regulations Sections 1.704-2(f)(2), (3), (4) and (5), if there is a net decrease in the Minimum Gain for an Allocation Period (or if there was a net decrease in Minimum Gain for a prior Allocation Period and the Company did not have sufficient amounts of income and gain during any Adjustment Periodprior periods to allocate among the Members under this Section 6.02(c)), then all items of gross income and Gain of the Company for such Adjustment Period (and, if necessary, for subsequent Adjustment Periods) gain shall be allocated to each Member in proportion to, and to the extent of, an amount equal to the greater of (i) the portion of such Member’s share of the net decrease that is allocable to the disposition of Company property subject to one or more nonrecourse liabilities of the Company or (ii) the deficit balance in such Member’s Capital Account (determined before any allocation for such Adjustment Period) in excess of the sum of such Member’s share of the Minimum Gain (as of the close of such Adjustment Perioddetermined pursuant to Treasury Regulation Section 1.704-2(g)(2)). The items required This Section 6.02(c) is intended to be allocated to the Members constitute a minimum gain chargeback under this Section 6.9(c) shall be determined in accordance with Treasury Regulation Section 1.704-2(f) of the Treasury Regulationsand shall be interpreted consistently therewith. (d) Notwithstanding any other provision contained hereinhereof to the contrary except Section 6.02(c) (dealing with Minimum Gain) and except to the extent provided otherwise in Treasury Regulations Section 1.704-2(i)(4), any item if there is a net decrease in Member Nonrecourse Debt Minimum Gain for an Allocation Period (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Allocation Period and the Company did not have sufficient amounts of Company lossincome and gain during prior periods to allocate among the Members under this Section 6.02(d)), deduction or IRC Section 705(a)(2)(B) expenditure that is attributable items of income and gain shall be allocated to a nonrecourse liability each Member in an amount equal to such Member’s share of the Company for which net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.02(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 6.02(a) and Section 6.02(b), no Losses or other items of loss or expense shall be allocated to any Member bears to the economic risk extent that such allocation would cause such Member to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account) at the end of such Allocation Period. All Losses and other items of loss (e.g., a Member or an Affiliate makes and expense in excess of the nonrecourse loan to the Companylimitation set forth in this Section 6.02(e) shall be allocated to the Member or Members who bear the economic risk of loss with respect do not have a deficit balance in their Adjusted Capital Accounts in proportion to such liability their relative positive Adjusted Capital Accounts but only to the extent required that such Losses and other items of loss and expense do not cause any such Member to have a deficit in its Adjusted Capital Account. (f) Notwithstanding any provision hereof to the contrary except Section 6.02(c) and Section 6.02(d), a Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-2(i1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Allocation Period) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible; provided, however, that an allocation pursuant to this Section 6.02(f) shall be made only if and to the extent that such Member would have deficit Adjusted Capital Account balance after all other allocations provided for in this ARTICLE VI have been tentatively made as if this Section 6.02(f) were not in this Agreement. This Section 6.02(f) 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. (g) 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, however, that an allocation pursuant to this Section 6.02(g) 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 VI have been tentatively made as if Section 6.02(f) and this Section 6.02(g) were not in this Agreement. (h) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) (including any such adjustments pursuant to Treasury Regulation Section 1.734-2(b)(1)) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Units, 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 Regulations interpreting Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Treasury Regulation Section applies, or to the IRCMember to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (i) Simulated Depletion for each Depletable Property, and Simulated Loss and Simulated Gain 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) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, 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).

Special Tax Allocations. The allocations in this Section 6.9 shall be given effect before giving effect to the allocations contained in Sections 6.1 through Section 6.5: (a) Notwithstanding any other provision contained herein to the contraryof this Agreement, if the amount any Member (other than Xxxxxxx) who unexpectedly receives an adjustment, allocation, or distribution described in subparagraphs (4), (5) or (6) of Net Loss Regulations Section 1.704-1(b)(2)(ii)(d), and Loss for any Adjustment Period that would otherwise be allocated to a Member hereunder would cause or increase which causes a deficit balance in such Member’s Capital Account to an amount in excess of the sum of such Member’s share of Minimum Gain as of the last day of such Adjustment PeriodAccount, then a proportionate part of such Net Loss and Loss equal to such excess shall be allocated proportionately first to the other Members items of book income and gain in an amount up toand manner sufficient to eliminate or to reduce, but not in excess ofas quickly as possible, the amount that would cause deficit so created or increase increased. This provision is intended to constitute a deficit balance in each of such Member’s Capital Accounts to an amount equal to the sum of their respective shares of Minimum Gain “qualified income offset” as of the last day of such Adjustment Period. For purposes of this Section 6.9(a), each Member’s Capital Account shall be computed as of the last day of such Adjustment Period in the manner provided in the definition of Capital Account, but shall be reduced for the items described in Regulations Section 1.704-1(b)(2)(ii)-(d)(4), (51(b)(2)(ii)(d) and (6) shall be interpreted in a manner consistent therewith. Such section of the Treasury Regulations interpreting shall control in the IRCcase of any conflict between that section of the Regulations and this Section. (b) Notwithstanding any provision in this Agreement to In the contrary, if any of the Members, as of the last day of any Adjustment Period, event that a Member (other than Xxxxxxx) has a deficit balance in its Capital Account that exceeds at the sum end of its share of Minimum Gain as of any fiscal year, such last day, then all Member shall be allocated items of book income and gain of the Company (consisting of a prorata portion of each item of Company income, including gross income and Gain) for such Adjustment Period shall be allocated to such Members in the an amount and in the proportions required manner sufficient to eliminate such excess or to reduce, as quickly as possible. For purposes of , the deficit so created or increased; provided that an allocation pursuant to this Section, Section 4.7(b) shall be made only if and to the extent that the Member would have a Member’s deficit Capital Account shall be computed balance after all other allocations provided for in this Section 4.7 have been tentatively made as of the last day of an Adjustment Period if this Section 4.7(b) were not in the manner provided in the definition of Capital Account, but shall be increased by any allocation of income to such Member for such Adjustment Period under Section 6.9(c)this Agreement. (c) Notwithstanding any other provision of this Agreement, in this Agreement to the contrary, if there is event of a net decrease in the Minimum Gain during any Adjustment PeriodCompany minimum gain for a taxable year, then all items of gross income and Gain of the Company for such Adjustment Period each Member (and, if necessary, for subsequent Adjustment Periodsother than Xxxxxxx) shall be allocated to each Member in proportion to, items of Company income and to the extent of, an amount gain for such year (and if necessary subsequent years) equal to the greater of (i) the portion of such that Member’s share of the net decrease that in minimum gain. This provision is allocable intended to constitute a minimum gain chargeback provision within the disposition meaning of Company property subject to one or more nonrecourse liabilities of the Company or (ii) the deficit balance in such Member’s Capital Account (determined before any allocation for such Adjustment Period) in excess of the sum of such Member’s share of the Minimum Gain as of the close of such Adjustment Period. The items required to be allocated to the Members under this Section 6.9(c) shall be determined in accordance with Regulations Section 1.704-2(f) of the Treasury Regulationsand shall be interpreted in a manner consistent therewith. (d) Notwithstanding any other provision contained hereinof this Agreement, any item of Company loss, deduction or IRC Section 705(a)(2)(B) expenditure in the event that is attributable to a nonrecourse liability of the Company for which any is loaned to the Company by a Member (other than Xxxxxxx) or guaranteed by a Member such that such Member bears the economic risk of loss (e.g., a Member or an Affiliate makes the nonrecourse loan to the Company) shall be allocated to the Member or Members who bear the economic risk of loss with respect to such that liability to as described under Regulations Section 1.752-2, the extent required in rules under Regulations Section 1.704-2(i) shall govern the allocation of any items of income, gain, loss or deduction in connection with such liability. (e) The profit, gain or loss allocable to any Membership Interest (other than Xxxxxxx’) in the Company which may have been transferred during any year shall be allocated among the persons who were the holders of such interest during such year in proportion to the number of calendar days that each such holder was recognized as the owner of the Treasury interest during such year, without regard to (i) the results of Company operations during the period in which the holders were recognized as the owners thereof, and (ii) the date, amount or recipient of any distributions which may have been made with respect to such interest; provided, that the allocation of gain or loss on the disposition of any property or interest in which the Company has a direct or indirect interest shall be based on the interests of the Members (other than Xxxxxxx) on the date the event giving rise to such gain or loss occurs. (f) If there is a transfer of a Membership Interest (other than Xxxxxxx’) permitted by this Agreement, or if there is a distribution of Company property to a Member, at the request of a transferee or a distributee, the Managers shall cause the Company to file an election pursuant to Code Section 754 to cause the tax basis of the Company’s property to be adjusted for federal income tax purposes in the manner prescribed in Code Section 734 or Code Section 743, as may be applicable. (g) In accordance with Code Section 704(c) and the Regulations interpreting thereunder, depreciation, amortization, gain and loss, as determined for tax purposes, with respect to any property whose book value differs from its adjusted basis for federal income tax purposes, shall, for tax purposes, be allocated among the IRCMembers (other than Xxxxxxx) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its book value. Any elections or other decisions relating to such allocations shall be made by the Members (other than Xxxxxxx) in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 9.7 are solely for purposes of federal, state, and local taxes and shall not effect, or in any way be taken into account in computing, any Member’s share of Net Profit, Net Loss, or other items or distributions pursuant to any provision of this Agreement. (h) To the extent possible, the Company, in allocating items of income, gain, loss, or deduction among the Members (other than Xxxxxxx) pursuant to this Article 9, shall take into account the special allocations in such a manner that the net amount of allocations to each Member shall be the same as such Member’s allocable share of Net Profits, Net Losses or other items of gain or loss would have been had the events requiring the special allocations not taken place. The Company shall apply the provisions of this Article 9 in whatever order the Manager reasonably determines will minimize any economic distortion that otherwise might result from the application of the special allocations. (i) The tax allocation provisions of this Agreement are intended to produce final Capital Account balances that are at levels (“Target Final Balances”) which would permit liquidating distributions that are made in accordance with such final Capital Account balances to be equal to the distributions that would occur under Article 4. To the extent that the tax allocation provisions of this Agreement would not produce the desired Target Final Balances, the Members (other than Xxxxxxx) agree to take such actions as are necessary to amend such tax allocation provisions to produce such Target Final Balances. Notwithstanding the other provisions of this Agreement, allocations of income, gain, loss, and deductions shall be made prospectively as necessary to produce such Target Final Balances (and to the extent such prospective allocations would not effect such result, the prior tax returns of the Company shall be amended to reallocate income, gain, loss and deductions to produce such Target Final Balances).

Special Tax Allocations. The following special allocations in this Section 6.9 shall be given effect before giving effect to the allocations contained in Sections 6.1 through Section 6.5: (a) Notwithstanding any provision contained herein to the contrary, if the amount of Net Loss and Loss for any Adjustment Period that would otherwise be allocated to a Member hereunder would cause or increase a deficit balance in such Member’s Capital Account to an amount in excess of the sum of such Member’s share of Minimum Gain as of the last day of such Adjustment Period, then a proportionate part of such Net Loss and Loss equal to such excess shall be allocated proportionately first to the other Members in an amount up to, but not in excess of, the amount that would cause or increase a deficit balance in each of such Member’s Capital Accounts to an amount equal to the sum of their respective shares of Minimum Gain as of the last day of such Adjustment Period. For purposes of this Section 6.9(a), each Member’s Capital Account shall be computed as of the last day of such Adjustment Period in the manner provided in the definition of Capital Account, but shall be reduced for the items described in Section 1.704-1(b)(2)(ii)-(d)(4), (5) and (6) of the Treasury Regulations interpreting the IRC. (b) Notwithstanding any provision in this Agreement to the contrary, if any of the Members, as of the last day of any Adjustment Period, has a deficit balance in its Capital Account that exceeds the sum of its share of Minimum Gain as of such last day, then all items of income and gain shall be made for federal income tax purposes prior to any other allocations pursuant to Section 4. 1: 4.6.1 Notwithstanding any other provisions of this Article 4, if there is a net decrease during a Company's taxable year in the minimum gain attributable to a nonrecourse debt, then any Member with a share of the minimum gain attributable to such debt at the beginning of such year shall be allocated items of Company income and gain for such year (and, if necessary, for subsequent years) equal to such Member's share of the net decrease in the minimum gain attributable to such nonrecourse debt. The allocations under this Section shall be interpreted in a manner to conform with Treasury Regulation 1.704-2. 4.6.2 Notwithstanding any other provisions of this Article 4, if a Member's Capital Account, increased for this purpose by any Member's share of minimum gain, is reduced below zero due to: (i) an unexpected allocation of loss or deduction pursuant to Code Sections 706(d), 704(e)(2) or Treasury Regulation 1.751-1(b)(2)(ii) or (ii) distributions to such Member (to the extent they exceed reasonably expected offsetting increases in such Member's Capital Account), then such Member shall be allocated, as quickly as possible, items of Company income and gain (consisting of a prorata pro rata portion of each item of Company income, including gross income income, and Gain) gain for such Adjustment Period shall be allocated year) equal to such Members in the an amount and in the proportions required to eliminate such excess as quickly as possibledeficit. For purposes of this Section, a Member’s Capital Account Such allocation shall be computed interpreted to conform with Treasury Regulation 1.704-1(b)(2)(ii)(d), as currently in effect. 4.6.3 Gain or loss from the sale or exchange or other taxable disposition of all or any part of the last day of an Adjustment Period in the manner provided in the definition of Capital Account, but shall be increased by any allocation of income to such Member for such Adjustment Period under Section 6.9(c). (c) Notwithstanding any provision in this Agreement to the contrary, if there is a net decrease in the Minimum Gain during any Adjustment Period, then all items of gross income and Gain property of the Company for such Adjustment Period (and, if necessary, for subsequent Adjustment Periods) shall be allocated among the Members in the following manner and order of priority: (i) Any part of such gain attributed to each property contributed to the Company by a Member shall, to the extent of the difference between the adjusted basis to the Company of such contributed property at the time of contribution and the amount credited to such Member's Capital Account in proportion torespect of such contribution, be allocated to only the contributing Member; (ii) Gain that results from depreciation deductions previously taken by the Company shall be allocated among the Members in the same proportions as such depreciation was originally allocated to them; (iii) Any remaining gain shall be allocated among the Members in accordance with their Financial Interests; and (iv) In the event that all or any part of any gain realized from the sale or other disposition of any part of the property of the Company constitutes ordinary income to the Company pursuant to Section 1245 and/or Section 1250 of the Code, such part of the gain shall be allocable to the Members, prior to the allocation of any gain realized from such sale that constitutes capital gain to the Company pursuant to Section 1222 and/or Section 1231 of the Code, in the same proportions and to the same extent of, an as the amount equal of such gain that constitutes ordinary income bears to the greater total amount of such gain to be allocated pursuant to subparagraphs (ii)-(iii) the portion above. 4.6.4 If any Member is determined to have received all or any part of such Member’s share of 's interest in the net decrease that is allocable to the disposition of Company property subject to one or more nonrecourse liabilities profits and losses of the Company or (ii) the deficit balance in as distinguished from such Member’s Capital Account (determined before any allocation for such Adjustment Period) 's interest in excess the capital of the sum Company) as compensation for its services or as consideration for the sale of property, and as a result of such Member’s share determination, such Member is required to realize compensation income or capital gain for federal and/or state income tax purposes with respect to such interest in the Company, any corresponding federal and state income tax benefit inuring to the Company as a result of such determination whether in the form of a deduction for compensation paid, an allowance for depreciation or amortization of any asset of the Minimum Gain as of Company, or a reduction in the close of such Adjustment Period. The items gain required to be allocated to the Members under this Section 6.9(c) shall be determined in accordance with Section 1.704-2(f) of the Treasury Regulations. (d) Notwithstanding any other provision contained herein, any item of Company loss, deduction or IRC Section 705(a)(2)(B) expenditure that is attributable to a nonrecourse liability of recognized by the Company for which upon a sale of any Member bears the economic risk of loss (e.g.its assets, a Member or an Affiliate makes the nonrecourse loan to the Company) otherwise, shall be allocated for federal and state income tax purposes solely to the Member or Members who bear required to recognize such compensation income or capital gain in the economic risk same proportion as the amount of loss with respect such income or capital gain required to be recognized by each such liability Member bears to the extent total amount of such income or capital gain required in Section 1.704-2(i) to be recognized by all of the Treasury Regulations interpreting the IRCMembers.

Special Tax Allocations. The allocations in this Section 6.9 shall be given effect before giving effect to the allocations contained in Sections Section 6.1 through Section 6.5: (a) Notwithstanding any provision contained herein to the contrary, if the amount of Net Loss and Loss for any Adjustment Period that would otherwise be allocated to a Member hereunder would cause or increase a deficit balance in such Member’s Capital Account to an amount in excess of the sum of such Member’s share of Minimum Gain as of the last day of such Adjustment Period, then a proportionate part of such Net Loss and Loss equal to such excess shall be allocated proportionately first to the other Members in an amount up to, but not in excess of, the amount that would cause or increase a deficit balance in each of such Member’s Capital Accounts to an amount equal to the sum of their respective shares of Minimum Gain as of the last day of such Adjustment Period. For purposes of this Section 6.9(a), each Member’s Capital Account shall be computed as of the last day of such Adjustment Period in the manner provided in the definition of Capital Account, but shall be reduced for the items described in Section 1.704-1(b)(2)(ii)-(d)(4), (5) and (6) of the Treasury Regulations interpreting the IRC. (b) Notwithstanding any provision in this Agreement to the contrary, if any of the Members, as of the last day of any Adjustment Period, has a deficit balance in its Capital Account that exceeds the sum of its share of Minimum Gain as of such last day, then all items of income and gain of the Company (consisting of a prorata portion of each item of Company income, including gross income and Gain) for such Adjustment Period shall be allocated to such Members in the amount and in the proportions required to eliminate such excess as quickly as possible. For purposes of this SectionSection 6.9(b), a Member’s Capital Account shall be computed as of the last day of an Adjustment Period in the manner provided in the definition of Capital Account, but shall be increased by any allocation of income to such Member for such Adjustment Period under Section 6.9(c). (c) Notwithstanding any provision in this Agreement to the contrary, if there is a net decrease in the Minimum Gain during any Adjustment Period, then all items of gross income and Gain of the Company for such Adjustment Period (and, if necessary, for subsequent Adjustment Periods) shall be allocated to each Member in proportion to, and to the extent of, an amount equal to the greater of (i) the portion of such Member’s share of the net decrease that is allocable to the disposition of Company property subject to one or more nonrecourse liabilities of the Company or (ii) the deficit balance in such Member’s Capital Account (determined before any allocation for such Adjustment Period) in excess of the sum of such Member’s share of the Minimum Gain as of the close of such Adjustment Period. The items required to be allocated to the Members under this Section 6.9(c) shall be determined in accordance with Section 1.704-2(f) of the Treasury Regulations. (d) Notwithstanding any other provision contained herein, any item of Company loss, deduction or IRC Section 705(a)(2)(B) expenditure that is attributable to a nonrecourse liability of the Company for which any Member bears the economic risk of loss (e.g., a Member or an Affiliate makes the nonrecourse loan to the Company) shall be allocated to the Member or Members who bear the economic risk of loss with respect to such liability to the extent required in Section 1.704-2(i) of the Treasury Regulations interpreting the IRC.