Common use of Tax Allocations and Other Tax Matters Clause in Contracts

Tax Allocations and Other Tax Matters. (a) For each Taxable Year of the Fund, items of income, deduction, gain, loss or credit will be allocated for federal income tax purposes among the Members in a manner so as to reflect equitably amounts credited or debited to each Member's Capital Account for the current and prior Taxable Years (or relevant portions of those years). Allocations under this Section 5.7 will be made in accordance with the principles of sections 704(b) and 704(c) of the Code, and in conformity with Treasury Regulations promulgated under these sections, or the successor provisions to such sections and Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, the Fund will allocate to the Members those gains or income necessary to satisfy the "qualified income offset" requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d). (b) If the Fund realizes capital gains (including short-term capital gains) or ordinary income for U.S. federal income tax purposes for any Taxable Year during or as of the end of which one or more Positive Basis Members (as defined in this Section 5.7) withdraw from the Fund under Articles IV or VI of this Agreement, the Managing Member, in its sole discretion, may elect to allocate such gains or income as follows: (i) to such Positive Basis Members, in proportion to the respective Positive Basis (as defined in this Section 5.7) of each such Positive Basis Member, until either the full amount of such gains or income has been so allocated or the Positive Basis of each such Positive Basis Member has been eliminated, and (ii) to allocate any gains or income not so allocated to Positive Basis Members to the other Members in a manner that reflects equitably the amounts credited to the Members' Capital Accounts under Section 5.4. (c) If the Fund realizes capital losses (including short-term capital losses) or ordinary losses for U.S. federal income tax purposes for any Taxable Year during or as of the end of which one or more Negative Basis Members (as defined in this Section 5.7) withdraw from the Fund under Articles IV or VI of this Agreement, the Managing Member, in its sole discretion, may elect to allocate such losses as follows: (i) to such Negative Basis Members, in proportion to the respective Negative Basis (as defined in this Section 5.7) of each such Negative Basis Member, until either the full amount of such losses has been so allocated or the Negative Basis of each Negative Basis Member has been eliminated, and (ii) to allocate any losses not so allocated to Negative Basis Members, to the other Members in a manner that reflects equitably the amounts debited against the Members' Capital Accounts under Section 5.4. (d) As used in this Section 5.7, the term "Positive Basis" means, with respect to any Member and as of any time of calculation, the amount by which such Member's Capital Account as of that time exceeds such Member's "adjusted tax basis," for U.S. federal income tax purposes, in such Member's Interest as of that time (determined without regard to any adjustments made to the "adjusted tax basis" by reason of any Transfer of the Interest, including by reason of death, and without regard to such Member's share of the liabilities of the Fund under section 752 of the Code). As used in this Section 5.7, the term "Positive Basis Member" means any Member who withdraws from the Fund and who has a Positive Basis as of the effective date of such Member's withdrawal. As used in this Section 5.7, the term "Negative Basis" means, with respect to any Member and as of any time of calculation, the amount by which such Member's "adjusted tax basis," for U.S. federal income tax purposes, in such Member's Interest as of that time (determined without regard to any adjustments made to the "adjusted tax basis" by reason of any Transfer of the Interest, including by reason of death, and without regard to such Member's share of the liabilities of the Fund under section 752 of the Code) exceeds the Member's Capital Account as of such time. As used in this Section 5.7, the term "Negative Basis Member" means any Member who withdraws from the Fund and who has a Negative Basis as of the effective date of such Member's withdrawal.

Tax Allocations and Other Tax Matters. (a) For each Taxable Year of the Fund, items of income, deduction, gain, loss or credit will be allocated for federal income tax purposes among the Members in a manner so as to reflect equitably amounts credited or debited to each Member's Capital Account for the current and prior Taxable Years (or relevant portions of those years). Allocations under this Section 5.7 will be made in accordance with the principles of sections 704(b) and 704(c) of the Code, and in conformity with Treasury Regulations promulgated under these sections, or the successor provisions to such sections and Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, the Fund will allocate to the Members those gains or income necessary to satisfy the "qualified income offset" requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d). (b) If the Fund realizes capital gains (including short-term capital gains) or ordinary income for U.S. federal income tax purposes for any Taxable Year during or as of the end of which one or more Positive Basis Members (as defined in this Section 5.7) withdraw from the Fund under Articles IV or VI of this Agreement, the Managing Member, in its sole discretion, may elect to allocate such gains or income as follows: (i) to such Positive Basis Members, in proportion to the respective Positive Basis (as defined in this Section 5.7) of each such Positive Basis Member, until either the full amount of such gains or income has been so allocated or the Positive Basis of each such Positive Basis Member has been eliminated, and (ii) to allocate any gains or income not so allocated to Positive Basis Members to the other Members in a manner that reflects equitably the amounts credited to the Members' Capital Accounts under Section 5.4. (c) If the Fund realizes capital losses (including short-term capital losses) or ordinary losses for U.S. federal income tax purposes for any Taxable Year during or as of the end of which one or more Negative Basis Members (as defined in this Section 5.7) withdraw from the Fund under Articles IV or VI of this Agreement, the Managing Member, in its sole discretion, may elect to allocate such losses as follows: (i) to such Negative Basis Members, in proportion to the respective Negative Basis (as defined in this Section 5.7) of each such Negative Basis Member, until either the full amount of such losses has been so allocated or the Negative Basis of each Negative Basis Member has been eliminated, and (ii) to allocate any losses not so allocated to Negative Basis Members, to the other Members in a manner that reflects equitably the amounts debited against the Members' Capital Accounts under Section 5.4. (d) As used in this Section 5.7, the term "Positive Basis" means, with respect to any Member and as of any time of calculation, the amount by which such Member's Capital Account as of that time exceeds such Member's "adjusted tax basis," for U.S. federal income tax purposes, in such Member's Interest as of that time (determined without regard to any adjustments made to the "adjusted tax basis" by reason of any Transfer of the Interest, including by reason of death, and without regard to such Member's share of the liabilities of the Fund under section 752 of the Code). As used in this Section 5.7, the term "Positive Basis Member" means any Member who withdraws from the Fund and who has a Positive Basis as of the effective date of such Member's withdrawal. As used in this Section 5.7, the term "Negative Basis" means, with respect to any Member and as of any time of calculation, the amount by which such Member's "adjusted tax basis," for U.S. federal income tax purposes, in such Member's Interest as of that time (determined without regard to any adjustments made to the "adjusted tax basis" by reason of any Transfer of the Interest, including by reason of death, and without regard to such Member's share of the liabilities of the Fund under section 752 of the Code) exceeds the Member's Capital Account as of such time. As used in this Section 5.7, the term "Negative Basis Member" means any Member who withdraws from the Fund and who has a Negative Basis as of the effective date of such Member's withdrawal.who

Tax Allocations and Other Tax Matters. (a) For each Taxable Year of the Fund, items of income, deduction, gain, loss or credit will be allocated for federal income tax purposes among the Members in a manner so as to reflect equitably amounts credited or debited to each Member's Capital Account for the current and prior Taxable Years (or relevant portions of those years). Allocations under this Section 5.7 will be made in accordance with the principles of sections 704(b) and 704(c) of the Code, and in conformity with Treasury Regulations promulgated under these sections, or the successor provisions to such sections and Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, the Fund will allocate to the Members those gains or income necessary to satisfy the "qualified income offset" requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d). (b) If the Fund realizes capital gains (including short-term capital gains) or ordinary income for U.S. federal income tax purposes for any Taxable Year during or as of the end of which one or more Positive Basis Members (as defined in this Section 5.7) withdraw from the Fund under Articles IV or VI of this Agreement, the Managing Member, in its sole discretion, may elect to allocate such gains or income as follows: (i) to such Positive Basis Members, in proportion to the respective Positive Basis (as defined in this Section 5.7) of each such Positive Basis Member, until either the full amount of such gains or income has been so allocated or the Positive Basis of each such Positive Basis Member has been eliminated, and (ii) to allocate any gains or income not so allocated to Positive Basis Members to the other Members in a manner that reflects equitably the amounts credited to the Members' Capital Accounts under Section 5.4. (c) If the Fund realizes capital losses (including short-term capital losses) or ordinary losses for U.S. federal income tax purposes for any Taxable Year during or as of the end of which one or more Negative Basis Members (as defined in this Section 5.7) withdraw from the Fund under Articles IV or VI of this Agreement, the Managing Member, in its sole discretion, may elect to allocate such losses as follows: (i) to such Negative Basis Members, in proportion to the respective Negative Basis (as defined in this Section 5.7) of each such Negative Basis Member, until either the full amount of such losses has been so allocated or the Negative Basis of each Negative Basis Member has been eliminated, and (ii) to allocate any losses not so allocated to Negative Basis Members, to the other Members in a manner that reflects equitably the amounts debited against the Members' Capital Accounts under Section 5.4. (d) As used in this Section 5.7, the term "Positive Basis" means, with respect to any Member and as of any time of calculation, the amount by which such Member's Capital Account as of that time exceeds such Member's "adjusted tax basis," for U.S. federal income tax purposes, in such Member's Interest as of that time (determined without regard to any adjustments made to the "adjusted tax basis" by reason of any Transfer of the Interest, including by reason of death, and without regard to such Member's share of the liabilities of the Fund under section 752 of the Code). As used in this Section 5.7, the term "Positive Basis Member" means any Member who withdraws from the Fund and who has a Positive Basis as of the effective date of such Member's withdrawal. As used in this Section 5.7, the term "Negative Basis" means, with respect to any Member and as of any time of calculation, the amount by which such Member's "adjusted tax basis," for U.S. federal income tax purposes, in such Member's Interest as of that time (determined without regard to any adjustments made to the "adjusted tax basis" by reason of any Transfer of the Interest, including by reason of death, and without regard to such Member's share of the liabilities of the Fund under section 752 of the Code) exceeds the Member's Capital Account as of such time. As used in this Section 5.7, the term "Negative Basis Member" means any Member who withdraws from the Fund and who has a Negative Basis as of the effective date of such Member's withdrawal.any

Tax Allocations and Other Tax Matters. (a) For each Taxable Year of the Fund, items of income, deduction, gain, loss or credit will be allocated for federal income tax purposes among the Members in a manner so as to reflect equitably amounts credited or debited to each Member's ’s Capital Account for the current and prior Taxable Years (or relevant portions of those years). Allocations under this Section 5.7 5.6 will be made in accordance with the principles of sections 704(b) and 704(c) of the Code, and in conformity with Treasury Regulations promulgated under these sections, or the successor provisions to such sections and Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, the Fund will allocate to the Members those gains or income necessary to satisfy the "“qualified income offset" ” requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(d). (b) If the Fund realizes capital gains (including short-term capital gains) or ordinary income for U.S. federal income tax purposes for any Taxable Year during or as of the end of which one or more Positive Basis Members (as defined in this Section 5.75.6) withdraw from the Fund under Articles IV or VI of this Agreement, the Managing Member, in its sole discretion, may elect to allocate such gains or income as follows: : (i) to such Positive Basis Members, in proportion to the respective Positive Basis (as defined in this Section 5.75.6) of each such Positive Basis Member, until either the full amount of such gains or income has been so allocated or the Positive Basis of each such Positive Basis Member has been eliminated, and (ii) to allocate any gains or income not so allocated to Positive Basis Members to the other Members in a manner that reflects equitably the amounts credited to the Members' ’ Capital Accounts under Section 5.4. (c) If the Fund realizes capital losses (including short-term capital losses) or ordinary losses for U.S. federal income tax purposes for any Taxable Year during or as of the end of which one or more Negative Basis Members (as defined in this Section 5.75.6) withdraw from the Fund under Articles IV or VI of this Agreement, the Managing Member, in its sole discretion, may elect to allocate such losses as follows: (i) to such Negative Basis Members, in proportion to the respective Negative Basis (as defined in this Section 5.75.6) of each such Negative Basis Member, until either the full amount of such losses has been so allocated or the Negative Basis of each Negative Basis Member has been eliminated, and (ii) to allocate any losses not so allocated to Negative Basis Members, to the other Members in a manner that reflects equitably the amounts debited against the Members' ’ Capital Accounts under Section 5.4. (d) As used in this Section 5.75.6, the term "“Positive Basis" ” means, with respect to any Member and as of any time of calculation, the amount by which such Member's ’s Capital Account as of that time exceeds such Member's "’s “adjusted tax basis," ” for U.S. federal income tax purposes, in such Member's ’s Interest as of that time (determined without regard to any adjustments made to the "“adjusted tax basis" ” by reason of any Transfer of the Interest, including by reason of death, and without regard to such Member's ’s share of the liabilities of the Fund under section 752 of the Code). As used in this Section 5.75.6, the term "“Positive Basis Member" ” means any Member who withdraws from the Fund and who has a Positive Basis as of the effective date of such Member's ’s withdrawal. As used in this Section 5.75.6, the term "“Negative Basis" ” means, with respect to any Member and as of any time of calculation, the amount by which such Member's "’s “adjusted tax basis," ” for U.S. federal income tax purposes, in such Member's ’s Interest as of that time (determined without regard to any adjustments made to the "“adjusted tax basis" ” by reason of any Transfer of the Interest, including by reason of death, and without regard to such Member's ’s share of the liabilities of the Fund under section 752 of the Code) exceeds the Member's ’s Capital Account as of such time. As used in this Section 5.75.6, the term "“Negative Basis Member" ” means any Member who withdraws from the Fund and who has a Negative Basis as of the effective date of such Member's ’s withdrawal.