Common use of Allocation of Profits and Losses Clause in Contracts

Allocation of Profits and Losses. Except as otherwise provided in Section 7.3, the profits and losses of the Company for any Financial Year (or portion thereof) shall be allocated as follows: (a) all gains and losses resulting from any disposition (including, without limitation, any redemption or prepayment) of assets by the Company shall be allocated 100% to the Common Securityholders; (b) except as otherwise provided in a Certificate of Designations, net profit of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 4.4) shall be allocated (i) pro rata among the Preferred Securityholders until the amount so allocated equals the amount of dividends paid during such Financial Year (or portion thereof), as determined on a when-paid basis with respect to the Company Preferred Securities or Company Parity Preferred Securities held by such Preferred Securityholder, as adjusted pursuant to Sections 7.3 and 4.3 or in any Certificate of Designations after the delivery of a No Dividend Instruction, and (ii) thereafter to the Common Securityholders; and (c) expenses, deductions and net loss of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 4.4) shall be allocated 100% to the Common Securityholders. Notwithstanding the foregoing, the Tax Matters Partner shall have the power to alter any such allocations for federal, state, and local income tax purposes if such alteration is necessary to cause such allocations to have "substantial economic effect" (within the meaning of Treasury regulation section 1.704-1(b)(2)) or to ensure that such allocations are otherwise in accordance with the interests of the Securityholders (within the meaning of Treasury regulation section 1.704-1(b)(3)) determined on the basis of the economic arrangements of the parties as described in this Agreement.

Allocation of Profits and Losses. Except as otherwise provided in Section 7.310.03 or Section 10.04, the income, gains, profits and losses of the Company for any Financial Fiscal Year (or portion thereof) shall be allocated as follows: (a) all gains and losses resulting from any disposition of assets (including, without limitation, any redemption or prepaymentprepayment of assets) of assets by the Company shall be allocated 100% to the Common Securityholders; (b) except as otherwise provided in a Certificate of Designations, net profit gross income of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 4.47.04) shall be allocated (i) pro rata among the Class B Preferred Securityholders until the amount so allocated to each Class B Preferred Securityholder equals the amount of dividends paid during such Financial Year Capital Payments declared (or portion thereof), as determined on a when-paid basis with respect deemed declared) and attributable to the Company Preferred Securities or Company Parity Preferred Securities held by such Preferred Securityholder, as adjusted pursuant to Sections 7.3 and 4.3 or in any Certificate of Designations after the delivery of a No Dividend Instruction, Fiscal Year and (ii) thereafter to the Common Securityholders, provided, that if capital payments are declared on the Class A Preferred Security, net income shall first be allocated to the Class A Preferred Securityholder in the amount of such capital payments before any allocations pursuant to (i) or (ii); and (c) expenses, deductions and net loss losses (if any) of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 4.47.04) shall be allocated 100% to the Common Securityholders. Notwithstanding the foregoing, the Tax Matters Partner shall have the power to alter any such allocations for U.S. federal, state, and local income tax purposes if such alteration is necessary to cause such allocations to have "“substantial economic effect" ” (within the meaning of Treasury regulation section 1.704-1(b)(2)) or to ensure that such allocations are otherwise in accordance with the interests of the Securityholders (within the meaning of Treasury regulation section 1.704-1(b)(3)) determined on the basis of the economic arrangements of the parties as described in this Agreement.

Allocation of Profits and Losses. Except The Company’s Profits and Losses attributable to each Fiscal Year shall be determined as otherwise provided in Section 7.3, though the profits and losses books of the Company for any Financial Year (or portion thereof) shall be allocated were closed as follows:of the end of such Fiscal Year. (a) all gains The Profits and losses resulting from any disposition (including, without limitation, any redemption or prepayment) Losses of assets by the Company shall be allocated 100% allocated, after taking into account the Special Allocations pursuant Section 9.03, to the Common Securityholders;Members in proportion and in the amounts necessary to cause their respective Capital Account balances to be in the same proportions as their respective Ownership Percentages, and thereafter, in proportion to the Ownership Percentages of each Member. (b) except as otherwise provided in a Certificate For purposes of Designations, net profit of the Company (determined without regard to determining the amount of Profits and Losses to be allocated pursuant to Section 9.01(a) for any gains year, the Capital Account of each Member shall be increased by such Member’s share of Company Minimum Gain as of the last day of such year, determined pursuant to Regulation Section 1.704-2(g)(1), and losses described by such Member’s share of Partner Minimum Gain as of the last day of such year, determined pursuant to Regulation Section 1.704-2(i)(5). (c) Except to the extent otherwise required by applicable law: (i) in subparagraph applying subsection (a) of this Section 4.4) ), to the extent possible each item comprising Profits or Losses shall be allocated (i) pro rata among the Preferred Securityholders until Members in the amount so allocated equals same proportions as each other such item, and, to the amount of dividends paid during such Financial Year (or portion thereofextent permitted by law and, except as provided in Section 9.03(h), as determined on a when-paid basis with respect to the Company Preferred Securities or Company Parity Preferred Securities held by each item of credit shall be allocated in such Preferred Securityholder, as adjusted pursuant to Sections 7.3 and 4.3 or in any Certificate of Designations after the delivery of a No Dividend Instruction, proportions; and (ii) thereafter to the Common Securityholders; and (c) expenses, deductions and net loss of extent necessary to produce the Company (determined without regard to the amount of any gains and losses described in subparagraph result prescribed by subsection (a) ), items of this Section 4.4) income and gain shall be allocated 100% separately from items of loss and deduction, in which event the proportions applicable to items of income and gain shall (to the Common Securityholders. Notwithstanding the foregoingextent permitted by law and, the Tax Matters Partner shall have the power to alter any such allocations for federal, state, and local income tax purposes if such alteration is necessary to cause such allocations to have "substantial economic effect" (within the meaning of Treasury regulation section 1.704-1(b)(2except as provided in Section 9.03(h)) or be applicable to ensure that such allocations are otherwise in accordance with the interests items of the Securityholders (within the meaning of Treasury regulation section 1.704-1(b)(3)) determined on the basis of the economic arrangements of the parties as described in this Agreementcredit.

Allocation of Profits and Losses. Except as otherwise provided (a) For each Fiscal Year or other shorter period in Section 7.3, the which allocations of profits and losses are to be made among the Members (an “Allocation Period”), the Company’s profits and losses shall be determined by HoldCo (“Profits” and “Losses”) and shall be allocated for each Allocation Period to the Members as follows: for each Allocation Period, after adjusting each Member’s Capital Account (and each Subaccount as applicable) for all capital contributions and Distributions during such Allocation Period with respect to such Allocation Period, all Profits and Losses shall be allocated to the Members’ Capital Accounts (and each Subaccount as applicable) in a manner such that, as of the Company for any Financial Year end of such Allocation Period, the Capital Account (and each Subaccount as applicable) of each Member (which may be either a positive or portion thereofnegative balance) shall be allocated equal to the amount which would be distributed to such Member (and with respect to a Subaccount in respect of the applicable class of Membership Interests) determined as follows: (a) all gains and losses resulting from any disposition (including, without limitation, any redemption or prepayment) of assets by if the Company shall be allocated 100% were to liquidate all of its assets for the Common Securityholders;tax book value (without making any revaluation for purposes of this determination) thereof, satisfy all of its liabilities for the tax book value thereof and distribute the remaining proceeds thereof pursuant to Section 9.l(d). (b) except as otherwise provided in a Certificate For purposes of Designationsdetermining the Profits, net profit of the Company (determined without regard Losses, or any other items allocable to the amount of any gains Allocation Period, Profits, Losses, and losses described in subparagraph (a) of this Section 4.4) any such other items shall be allocated (i) pro rata among the Preferred Securityholders until the amount so allocated equals the amount of dividends paid during such Financial Year (or portion thereof), as determined on a when-paid basis with respect to the Company Preferred Securities daily, monthly, or Company Parity Preferred Securities held by such Preferred Securityholderother basis, as adjusted pursuant to Sections 7.3 selected by HoldCo using any permissible method under Code Section 706 and 4.3 or in any Certificate of Designations after the delivery of a No Dividend Instruction, and (ii) thereafter to the Common Securityholders; andRegulations. (c) expenses, deductions and net loss The Members are aware of the Company (determined without regard income tax consequences of the allocations made by this ARTICLE IV and hereby agree to be bound by the amount of any gains and losses described in subparagraph (a) provisions of this Section 4.4) shall be allocated 100% to the Common Securityholders. Notwithstanding the foregoing, the Tax Matters Partner shall have the power to alter any such allocations ARTICLE IV in reporting their shares of Company income and loss for federal, state, and local income tax purposes if such alteration is necessary to cause such allocations to have "substantial economic effect" (within the meaning of Treasury regulation section 1.704-1(b)(2)) or to ensure that such allocations are otherwise in accordance with the interests of the Securityholders (within the meaning of Treasury regulation section 1.704-1(b)(3)) determined on the basis of the economic arrangements of the parties as described in this Agreementpurposes.

Allocation of Profits and Losses. Except as otherwise provided (a) For each Fiscal Year or other shorter period in Section 7.3, the which allocations of profits and losses are to be made among the Members (an “Allocation Period”), the Company’s profits and losses shall be determined by HoldCo (“Profits” and “Losses”) and shall be allocated for each Allocation Period to the Members as follows: for each Allocation Period, after adjusting each Member’s Capital Account (and each Subaccount as applicable) for all capital contributions and Distributions during such Allocation Period with respect to such Allocation Period, all Profits and Losses shall be allocated to the Members’ Capital Accounts (and each Subaccount as applicable) in a manner such that, as of the Company for any Financial Year end of such Allocation Period, the Capital Account (and each Subaccount as applicable) of each Member (which may be either a positive or portion thereofnegative balance) shall be allocated equal to the amount which would be distributed to such Member (and with respect to a Subaccount in respect of the applicable class of Membership Interests) determined as follows: (a) all gains and losses resulting from any disposition (including, without limitation, any redemption or prepayment) of assets by if the Company shall be allocated 100% were to liquidate all of its assets for the Common Securityholders;tax book value (without making any revaluation for purposes of this determination) thereof, satisfy all of its liabilities for the tax book value thereof and distribute the remaining proceeds thereof pursuant to Section 9.l(d). (b) except as otherwise provided in a Certificate For purposes of Designationsdetermining the Profits, net profit of the Company (determined without regard Losses, or any other items allocable to the amount of any gains Allocation Period, Profits, Losses, and losses described in subparagraph (a) of this Section 4.4) any such other items shall be allocated (i) pro rata among the Preferred Securityholders until the amount so allocated equals the amount of dividends paid during such Financial Year (or portion thereof), as determined on a when-paid basis with respect to the Company Preferred Securities daily, monthly, or Company Parity Preferred Securities held by such Preferred Securityholderother basis, as adjusted pursuant to Sections 7.3 selected by HoldCo using any permissible method under Code Section 706 and 4.3 or in any Certificate of Designations after the delivery of a No Dividend Instruction, and (ii) thereafter to the Common Securityholders; andRegulations. (c) expenses, deductions and net loss The Members are aware of the Company (determined without regard income tax consequences of the allocations made by this Article IV and hereby agree to be bound by the amount of any gains and losses described in subparagraph (a) provisions of this Section 4.4) shall be allocated 100% to the Common Securityholders. Notwithstanding the foregoing, the Tax Matters Partner shall have the power to alter any such allocations Article IV in reporting their shares of Company income and loss for federal, state, and local income tax purposes if such alteration is necessary to cause such allocations to have "substantial economic effect" (within the meaning of Treasury regulation section 1.704-1(b)(2)) or to ensure that such allocations are otherwise in accordance with the interests of the Securityholders (within the meaning of Treasury regulation section 1.704-1(b)(3)) determined on the basis of the economic arrangements of the parties as described in this Agreementpurposes.

Allocation of Profits and Losses. A. Except as otherwise provided in this Section 7.35.2., Profit, Loss and all gain, deduction or credit (the profits and losses of the Company "Tax Incidents") for any Financial Year (or portion thereof) each fiscal year shall be allocated as follows:to the Members in accordance with their respective Participation Percentages. (a) all gains B. Upon the assignment or transfer of a Company interest pursuant to Article VII hereof, the books and losses resulting from any disposition (including, without limitation, any redemption or prepayment) records of assets by the Company shall be allocated 100% to the Common Securityholders; (b) except as otherwise provided in a Certificate of Designationsclosed, net profit of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 4.4) Tax Incidents shall be allocated (i) pro rata among to each Member who held such Company interest in accordance with the Preferred Securityholders until the amount so allocated equals the amount of dividends paid during such Financial Year (or portion thereof), as determined on a when-paid basis with respect to the Company Preferred Securities or Company Parity Preferred Securities held by such Preferred Securityholder, as adjusted pursuant to Sections 7.3 and 4.3 or in any Certificate of Designations after the delivery of a No Dividend Instruction, and (ii) thereafter to the Common Securityholders; and (c) expenses, deductions and net loss of the year during which such Member held such Company (interest determined without regard to as though such portion of the amount of any gains and losses described in subparagraph (a) of this Section 4.4) shall be allocated 100% to the Common Securityholdersyear was a separate taxable period. Notwithstanding the foregoing, the Member who held such Company interest and the Member receiving such Company interest may agree to make the allocation of Tax Matters Partner shall have Incidents in accordance with any other method permitted by applicable rules and Treasury Regulations. C. In accordance with Code Section 704(c) and the power Treasury Regulations thereunder, income, gain, loss and deduction with respect to alter any property contributed (or deemed contributed pursuant to the provisions of Code Section 708) to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such allocations property to the Company for federal, state, and local Federal income tax purposes if such alteration is necessary to cause such and its fair market value at the time of contribution. Such allocations to have "substantial economic effect" (within the meaning of Treasury regulation section 1.704-1(b)(2)) or to ensure that such allocations are otherwise shall be made in accordance with the interests "traditional method" described in Treasury Regulation Section 1.704-3(b) (or any successor provision) as shall be reasonably determined by the Management Committee after consultation with the Company's tax advisers; provided, however, that curative allocations consisting of the Securityholders (within special allocation of gain or loss upon the meaning sale or other disposition of the contributed property shall be made in accordance with the "traditional method with curative allocations" described in Treasury regulation section Regulation Section 1.704-1(b)(3)3(c) determined on (or any successor provision) to the basis of extent necessary to eliminate any disparity, to the economic arrangements of extent possible, between the parties as described in this Agreement.Members' book and tax Capital Accounts attributable to such property; and further provided,

Allocation of Profits and Losses. After giving effect to the special allocations described in Section 4.4, and after making all the other adjustments to the Members’ Capital Accounts called for by this Agreement, the Company shall allocate all Profits, Losses, and similar tax items as follows: a. Except as otherwise provided in Section 7.3this Agreement, the profits Profit and losses Net Loss (including individual items of the Company for any Financial Year (or portion thereof) shall be allocated as follows: (a) all gains profit, income, gain, loss, credit, deduction and losses resulting from any disposition (including, without limitation, any redemption or prepaymentexpense) of assets by the Company shall be allocated 100% among the Members in a manner such that the Capital Account balance of each such Member, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to the Common Securityholders; distributions that would be made to such Member pursuant to Section 12.4 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Fair Market Value, all Company liabilities were satisfied (b) except as otherwise provided in a Certificate limited with respect to each nonrecourse liability to the Fair Market Value of Designationsthe assets securing such liability), and the net profit assets of the Company (determined without regard were distributed in accordance with Section 12.4 to the amount Members immediately after making such allocation, adjusted for applicable special allocations, computed immediately prior to the hypothetical sale of any gains assets. b. Allocation of Profits and losses described in subparagraph (a) Losses may be modified by subsequent agreement to conform to adjustments made to the Membership Interests because of this Section 4.4) shall be allocated (i) pro rata among the Preferred Securityholders until the amount so allocated equals the amount of dividends paid during such Financial Year (or portion thereof), as determined on a when-paid basis with respect loans to the Company Preferred Securities or Company Parity Preferred Securities held by such Preferred Securityholderconverted to contributions to capital, as adjusted pursuant to Sections 7.3 and 4.3 or in any Certificate non-uniform distributions of Designations after the delivery of a No Dividend Instructioncash, and (ii) thereafter any liquidating distributions. Further, if, in the opinion of counsel to the Common Securityholders; and Company, there is a change in the Federal income tax law (cincluding the Code as well as the Treasury Regulations, rulings, and administrative practices thereunder) expenses, deductions and net loss which makes modifying the allocation provisions of this Article IV necessary or prudent to preserve the underlying economic objectives of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 4.4) shall be allocated 100% to the Common Securityholders. Notwithstanding the foregoing, the Tax Matters Partner shall have the power to alter any such allocations for federal, state, and local income tax purposes if such alteration is necessary to cause such allocations to have "substantial economic effect" (within the meaning of Treasury regulation section 1.704-1(b)(2)) or to ensure that such allocations are otherwise in accordance with the interests of the Securityholders (within the meaning of Treasury regulation section 1.704-1(b)(3)) determined on the basis of the economic arrangements of the parties Members as described reflected in this Agreement, the Manager shall make the modification necessary to achieve such purpose.

Allocation of Profits and Losses. Except as otherwise provided in Section 7.3this Agreement, the Company's profits and losses for each fiscal year shall be allocated among the Members in proportion to their respective Interests in effect during such fiscal year. Notwithstanding the foregoing, (i) net profits for any Fiscal Year shall first be allocated to Members in proportion to previously allocated net losses under this Section 5.1 to the extent those net losses have not been previously offset by allocation under this clause (i), and (ii) net losses for any Fiscal Year shall first be allocated to Members in proportion to previously allocated net profits under this Section 5.1 to the extent those net losses have not been previously offset by allocations under this clause (ii). Profits and losses of the Company for any Financial Year (or portion thereof) shall be allocated as follows: (a) all gains and losses resulting from any disposition (including, without limitation, any redemption or prepaymentdetermined for each fiscal year in accordance with Section 703(a) of assets the Code and the method of accounting followed by the Company for federal income tax purposes and otherwise in accordance with generally accepted accounting principles and procedures applied in a consistent manner, as modified by Section 1.704-1(b)(2)(iv) of the Regulations. Except as otherwise provided in this Agreement, whenever a proportionate part of the Company's profit or loss is allocated to a Member, every item of income, gain, loss or deduction entering into the computation of such profit and loss shall be considered allocated and every item of credit or tax preference applicable to the period during which such profit or loss was realized shall be considered allocated to such Member in the same proportion. All allocations of such items for federal income tax purposes shall be identical to the allocations set forth in this Section 5, except as otherwise required by Section 704(c) of the Code and Section 1.704-1(b)(4) of the Treasury Regulations. No allocation of loss, deduction or expenditure shall be charged to the Capital Account of any Member if such allocation would cause the Member to have a deficit Capital Account, but instead shall be charged to the Capital Account of any Members which would not have a deficit Capital account as a result of such allocation in proportion to the positive Capital Accounts of such Members or, if no such Members exist, then to the Members in accordance with percentage Interests. If a Member transfers its interest in the Company, and the transferee is admitted as a substituted Member as provided herein, the distributive shares of the various items allocable among the Members during such fiscal year of the Company shall be allocated 100% to between the Common Securityholders; (b) except as otherwise provided transferor and the transferee based on the number of days in a Certificate of Designations, net profit such fiscal year preceding and following the effective date of the Company (determined without regard to transfer. However, if the amount Company, the transferor and the transferee consent, the distributive shares of any gains and losses described in subparagraph (a) of this Section 4.4) shall the various items allocable among the Members may be allocated (i) pro rata among between the Preferred Securityholders until transferor and the amount so allocated equals the amount of dividends paid during such Financial Year (or portion thereof), as determined on a when-paid basis with respect to the Company Preferred Securities or Company Parity Preferred Securities held by such Preferred Securityholder, as adjusted pursuant to Sections 7.3 and 4.3 or in any Certificate of Designations after the delivery of a No Dividend Instruction, and (ii) thereafter to the Common Securityholders; and (c) expenses, deductions and net loss of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 4.4) shall be allocated 100% to the Common Securityholders. Notwithstanding the foregoing, the Tax Matters Partner shall have the power to alter any such allocations for federal, state, and local income tax purposes if such alteration is necessary to cause such allocations to have "substantial economic effect" (within the meaning of Treasury regulation section 1.704-1(b)(2)) or to ensure that such allocations are otherwise in accordance with the interests of the Securityholders (within the meaning of Treasury regulation section 1.704-1(b)(3)) determined transferee on the basis of the economic arrangements closing-of-the-books method. Notwithstanding any other provision of this Agreement, (a) nonrecourse deductions of the parties as Company within the meaning of Section 1.704-2(b)(1), other than partner nonrecourse deductions within the meaning of Section 1.704-2(i)(1), of the Regulations, shall be allocated among the Members in accordance with their respective Interests, (b) any Member nonrecourse deductions within the meaning of Section 1.704-2(i)(1), shall be allocated in accordance with Section 1.704-2(i), of the Regulations, and (c) if there is a net decrease in "minimum gain" within the meaning of Sections 1.704- 2(d) and 1.704-2(i)(3) of the Regulations for any fiscal year of the Company, items of gain and income shall be allocated among the Members in accordance with the "minimum gain chargeback" rules contained in Sections 1.704-2(f) and 1.704-2(i)(4) of the Regulations. The Members' respective interests in Company profits for purposes of allocating excess nonrecourse liabilities of the Company within the meaning of Section 1.752-3(a)(3) of the Regulations shall be equal to their respective Interests. In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations which creates or increases a deficit balance in the Capital Account of such Member, items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income and gain for such fiscal year) shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, such deficit in the capital account of such Member as quickly as possible. This provision is intended to comply with the "qualified income offset" requirements of Section 1.704-1(b)(2)(ii)(d) of the Regulations, and this Agreementprovision shall be interpreted in accordance with those requirements. The Members intend that the allocations of profits and losses under this Agreement shall have substantial economic effect (or be consistent with the Members' Interests in the Company in the case of allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Accordingly, the provisions of Section 5 hereof and the other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent. It is intention of the Members that the Company comply with the provisions of Regulations Section 1.704-1(b). In accordance with Section 704(c) of the Code and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the Company or property revalued under Section 1.704-1(b)(2)(iv)(f) of the Regulations shall, solely for federal income tax purposes, be allocated among the Members so as to take account of any variation between the tax bases of such property and such property's fair market value as of the time of contribution to the Company using the remedial allocation method described in Section 1.704-3(d) of the Regulations. If the value for capital account purposes of any Company property is adjusted pursuant to Section 4.2(d) hereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its adjusted value in the same manner as under Section 704(c) of the Code and the Regulations thereunder.

Allocation of Profits and Losses. Except as otherwise provided in Section 7.3, the profits and losses of the Company for any Financial Year (or portion thereof) shall be allocated as follows: (a) all gains and losses resulting from any disposition (including, without limitation, any redemption or prepayment) of assets by the Company shall be allocated 100% to the Common Securityholders; (b) except as otherwise provided in a Certificate of Designations, net profit of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 4.4) shall be allocated (i) pro rata among the Preferred Securityholders until the amount so allocated equals the amount of dividends paid during such Financial Year (or portion thereof), as determined on a when-paid daily accrual basis with respect to the Company Preferred Securities or Company Parity Preferred Securities held by such Preferred Securityholder, as adjusted pursuant to Sections 7.3 and 4.3 or in any Certificate of Designations after the delivery of a No Dividend Instruction, and (ii) thereafter to the Common Securityholders; and (c) expenses, deductions and net loss of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 4.4) shall be allocated 100% to the Common Securityholders. Notwithstanding the foregoing, the Tax Matters Partner shall have the power to alter any such allocations for federal, state, and local income tax purposes if such alteration is necessary to cause such allocations to have "substantial economic effect" (within the meaning of Treasury regulation section 1.704-1(b)(2)) or to ensure that such allocations are otherwise in accordance with the interests of the Securityholders (within the meaning of Treasury regulation section 1.704-1(b)(3)) determined on the basis of the economic arrangements of the parties as described in this Agreement.

Allocation of Profits and Losses. Except as otherwise provided in Section 7.310.01 or Section 10.02, the profits and losses of the Company for any Financial Fiscal Year (or portion thereof) shall be allocated as follows: (a) all gains and losses resulting from any disposition of assets (including, without limitation, any redemption or prepaymentprepayment of assets) of assets by the Company shall be allocated 100% to the Common Securityholders; (b) except as otherwise provided gross income of the Company for each Dividend Period (determined without regard to the amount of any gains and losses described in a Certificate subparagraph (a) of Designationsthis Section 7.04) shall be allocated on the record date for payment on the Preferred Securities (i) pro rata among the Preferred Securityholders until the amount so allocated to each Preferred Securityholder equals the amount of dividends declared and attributable to such Period (or portion thereof) and (ii) thereafter to the Common Securityholders; and (c) expenses, net profit deductions and losses (if any) of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 4.4) shall be allocated (i) pro rata among the Preferred Securityholders until the amount so allocated equals the amount of dividends paid during such Financial Year (or portion thereof), as determined on a when-paid basis with respect to the Company Preferred Securities or Company Parity Preferred Securities held by such Preferred Securityholder, as adjusted pursuant to Sections 7.3 and 4.3 or in any Certificate of Designations after the delivery of a No Dividend Instruction, and (ii) thereafter to the Common Securityholders; and (c) expenses, deductions and net loss of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 4.47.04) shall be allocated 100% to the Common SecurityholdersSecurityholder. Notwithstanding the foregoing, the Tax Matters Partner shall have the power to alter any such allocations for federal, state, and local income tax purposes if such alteration is necessary to cause such allocations to have "substantial economic effect" (within the meaning of Treasury regulation section 1.704-Regulations Section 1.704 1(b)(2)) or to ensure that such allocations are otherwise in accordance with the interests of the Securityholders (within the meaning of Treasury regulation section 1.704-Regulations Section 1.704 1(b)(3)) determined on the basis of the economic arrangements of the parties as described in this Agreement.

Allocation of Profits and Losses. Except as otherwise provided in Section 7.310.03 or 10.04, the profits and losses of the Company for any Financial Fiscal Year (or portion thereof) shall be allocated as follows: (a) all gains and losses resulting from any disposition of assets (including, without limitation, any redemption or prepaymentprepayment of assets) of assets by the Company shall be allocated 100% to the Common Securityholders; (b) except gross income of the Company for each [Class B] Dividend Period (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 7.04) shall be allocated (i) pro rata among the Preferred Securityholders until the amount so allocated to each Preferred Securityholder equals the amount of dividends declared and attributable to such Period (or portion thereof) as otherwise determined on a daily accrual basis with respect to the Preferred Securities held by such Securityholder and (ii) thereafter to the Common Securityholders provided that if dividends are declared on the Class A Preferred Securities, gross income shall be allocated to the Class A Preferred Securityholder in a Certificate the amount of Designationssuch dividends before any allocations pursuant to (i) or (ii); and (c) expenses, net profit deductions and losses (if any) of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 4.4) shall be allocated (i) pro rata among the Preferred Securityholders until the amount so allocated equals the amount of dividends paid during such Financial Year (or portion thereof), as determined on a when-paid basis with respect to the Company Preferred Securities or Company Parity Preferred Securities held by such Preferred Securityholder, as adjusted pursuant to Sections 7.3 and 4.3 or in any Certificate of Designations after the delivery of a No Dividend Instruction, and (ii) thereafter to the Common Securityholders; and (c) expenses, deductions and net loss of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 4.47.04) shall be allocated 100% to the Common SecurityholdersSecurityholder. Notwithstanding the foregoing, the Tax Matters Partner shall have the power to alter any such allocations for federal, state, and local income tax purposes if such alteration is necessary to cause such allocations to have "substantial economic effect" (within the meaning of Treasury regulation section 1.704-Regulations Section 1.704 1(b)(2)) or to ensure that such allocations are otherwise in accordance with the interests of the Securityholders (within the meaning of Treasury regulation section 1.704-Regulations Section 1.704 1(b)(3)) determined on the basis of the economic arrangements of the parties as described in this Agreement.

Allocation of Profits and Losses. (a) Except as provided in Sections 15(b), 15(c) and 15(d) hereof, all income, loss, deductions and credits, and each and every item thereof, of the Company shall be allocated between the Members in proportion to their Ownership Percentages. No Member shall have priority over any other Member with respect to allocations pursuant to this Section 15. (b) In accordance with Section 704(c) of the Code and the applicable Treasury Regulations thereunder, income, gain, loss, deduction and tax depreciation with respect to any property which has a Book Basis different from its adjusted basis as determined for federal income tax purposes shall, solely for income tax purposes (and without adjusting any Member's Capital Account therefor), be allocated among the Members so as to take into account any variation between the adjusted tax basis of such property to the Company and the Book Basis of such property. The Members hereby agree that the assets contributed by the Members to the Company have at the date of contribution the fair market values set forth under the heading "Agreed Values" on (c) The following special allocations shall, except as otherwise provided, be made in the following order: (1) Except as otherwise provided in Treasury Regulations Section 7.31.704-2(f), the profits and losses of the Company for notwithstanding any Financial Year (or portion thereof) shall be allocated as follows: (a) all gains and losses resulting from any disposition (including, without limitation, any redemption or prepayment) of assets by the Company shall be allocated 100% to the Common Securityholders; (b) except as otherwise provided in a Certificate of Designations, net profit of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) other provision of this Section 4.4) shall be allocated (i) pro rata among the Preferred Securityholders until the amount so allocated equals the amount of dividends paid during such Financial Year (15, if there is a net decrease in partnership minimum gain or portion thereof), as determined on a when-paid basis with respect to the Company Preferred Securities or Company Parity Preferred Securities held by such Preferred Securityholder, as adjusted pursuant to Sections 7.3 and 4.3 or in any Certificate of Designations after the delivery of a No Dividend Instruction, and (ii) thereafter to the Common Securityholders; and (c) expenses, deductions and net loss of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 4.4) shall be allocated 100% to the Common Securityholders. Notwithstanding the foregoing, the Tax Matters Partner shall have the power to alter any such allocations for federal, state, and local income tax purposes if such alteration is necessary to cause such allocations to have "substantial economic effect" partner nonrecourse debt minimum gain (within the meaning of Treasury regulation section Regulations Section 1.704-1(b)(22) during any taxable period, items of income and gain for such taxable period (and, if necessary, subsequent taxable periods) shall be allocated among the Members in accordance with Treasury Regulations Sections 1.704-2(d), 1.704-2(f), 1.704-2(g) and 1.704- 2(i). The items to be so allocated, and the order in which such items must be allocated, shall be determined in accordance with Treasury Regulations Section 1.704-2(j)(2). This Section 15(c)(1) is intended to comply with the minimum gain chargeback requirements set forth in Treasury Regulations Section 1.704-2 and shall be interpreted consistently therewith. (2) If any Member unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), then items of income and gain shall be specially allocated to ensure that such allocations are otherwise Member in accordance with the interests requirements of Treasury Regulations Section 1.704- 1(b)(2)(ii)(d). This Section 15(c)(2) is intended to comply with the "qualified income offset" provision of the Securityholders Regulation last cited and shall be interpreted consistently therewith. (3) Nonrecourse deductions (within the meaning of Treasury regulation section Regulations Section 1.704-1(b)(32(b)(1)) determined on for any fiscal year or other period shall be allocated among the Members under Treasury Regulations Section 1.704-2(e) in accordance with the Members' respective Ownership Percentages. (4) Any partner nonrecourse deductions (within the meaning of Treasury Regulations Section 1.704-2(i)) for any period shall be allocated to the Member that bears an economic risk of loss with respect to the partner nonrecourse debt (within the meaning of Treasury Regulations Section 1.704-2(b)(4)) to which such partner nonrecourse deductions are attributable, all in accordance with the principles of Treasury Regulations Section 1.704-2(i)(1) and (2). (d) If any interest in the Company is transferred, or upon the admission or withdrawal of a Member, in accordance with the provisions of this Agreement, the income or loss attributable to such interest in the Company for such calendar year shall be (e) Any "excess nonrecourse liabilities" (as defined in Treasury Regulations Section 1.752-3(a)(3)) shall be allocated among the Members in accordance with their respective Ownership Percentages. (f) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the economic arrangements amount of such adjustment to the parties Capital Accounts shall be treated as described an item of gain or loss and such gain or loss shall be specially allocated to the Members in this Agreementaccordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

Allocation of Profits and Losses. Except as otherwise provided in Section 7.3, the profits (a) Profits and losses Losses of the Company for each fiscal year shall be allocated pro rata to the Members according to each Member’s Percentage. (b) Every item of income, gain, loss, deduction, credit or tax preference entering into the computation of Profits and Losses, or applicable to the period during which such Profits or Losses were recognized, shall be considered allocated to each Member in the same proportion as Profits or Losses are allocated to such Members. (c) [Intentionally Omitted]. (d) Distributions to the Members shall be shared pro rata according to each Member’s Percentage. Unless each of the Members otherwise agrees to the contrary, all net cash flow available for distribution shall be distributed to the Members promptly following the end of each fiscal quarter of the Company. Immediately prior to a distribution of property other than cash, the Capital Accounts shall be adjusted as provided in Treasury Regulation § 1.704-1(b)(2)(iv)(f). (e) Nonrecourse Deductions for any Financial Year fiscal year or other period shall be specifically allocated to the Members in the same proportion as net Profits and net Losses are allocated under Section 4.3 hereof in such year. Any Member Nonrecourse Deductions for any fiscal year or other period shall be specifically allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Deductions, attributed in accordance with Treas. Reg. § 1.704-2(i). In order to comply with the “minimum gain chargeback” requirements of Treas. Reg. §§ 1.704-2(f)(l) and 1.704-2(i)(4), and notwithstanding any other provision of this Agreement to the contrary, in the event there is a net decrease in a Member’s share of Minimum Gain and/or Member Nonrecourse Debt Minimum Gain during a Company taxable year, such Member shall be allocated items of income and gain for that year (and if necessary, other years) as required by and in accordance with Treas. Reg. §§ 1.704-2(f)(l) and 1.704-2(i)(4) before any other allocation is made. It is the intent of the parties hereto that any allocation pursuant to this Section 4.3(e) shall constitute a “minimum gain chargeback” under Treas. Reg. §§ 1.704-2(f) and 1.704-2(i)(4). (f) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code § 734(b) or portion thereofCode § 743(b) is required, pursuant to Treasury Regulations § 1.704-1 (b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to Treasury Regulations § 1.704-l(b)(2)(iv)(m). (g) The allocation of Profits and Losses, pursuant to this Section 4.3, shall not result in any Member having an Adjusted Capital Account Deficit at the end of any fiscal year. (h) In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations §§ 1.704-l(b)(2)(ii)(d)(4), 1.704-l(b)(2)(ii)(d)(5), or 1.7O4-l(b)(2)(ii)(d)(6), items of Company gross income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 4.3(h) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after making all other allocations provided for hereunder on the basis that the allocation provisions of this Section 4.3(h) are of no force or effect and such allocation does not create or increase an Adjusted Capital Account Deficit of any other Member. (i) If a Membership Interest has been Disposed of during a fiscal year, distributions and allocations shall be made, as among the party or parties Disposing of the Membership Interest (the “Transferor(s)”) and the party or parties to whom the Membership Interest is Disposed (the “Transferee(s)”), to the Person owning the Membership Interest on the date of the distribution. Profits, Losses and items allocated under this Section 4.3 (other than income or loss from a capital event) shall be allocated as follows: by the number of days each Person held the Membership Interest (aexcept if the Transferor and the Transferee agree to the contrary and so advise the other Members in writing within 10 days after the end of the fiscal year in which the assignment occurs) all gains and losses resulting Profits or Losses from any disposition (including, without limitation, any redemption or prepayment) of assets by the Company capital event shall be allocated 100% to the Common Securityholders;holder of the Membership Interest on the day the capital event occurred during such fiscal year. (bj) except as otherwise provided in a Certificate of DesignationsIn connection with any distribution, net profit whether upon winding up of the Company (determined without regard or otherwise and whether or not it shall constitute a return of capital, no Member shall have the right to demand or receive property other than cash, although the liquidator may distribute property other than cash. No Member shall have priority over any other Member either as to the amount return of its Capital Contribution or as to allocation of Profits or Losses of the Company. (k) If any Company property has a book value different from its adjusted tax basis to the Company for U.S. federal income tax purposes (whether by reason of the contribution of such property to the Company, the revaluation of such property hereunder, or otherwise), allocations of taxable income, gain, loss and deductions under this Section 4.3(k) with respect to such asset shall take account of any gains variation between the adjusted tax basis of such asset for federal income tax purposes and losses described its book value in subparagraph (athe same manner as under Code Section 704(c) or the principle set forth in Treasury Regulation § 1.704-l(b)(2)(iv)(g), as the case may be. Each item of this Section 4.4income, gain, loss, deduction and credit and all other items governed by Code § 702(a) shall be allocated (i) pro rata among the Preferred Securityholders until Members in proportion to the amount so allocation of Profits, Losses and other items to such Members hereunder, provided that any gain recognized from any Disposition of a Company asset which is treated as ordinary income because it is attributable to the recapture of any depreciation or amortization shall be allocated equals among the amount Members in the same ratio as the prior allocations of dividends paid during Profits, Losses or other items which include such Financial Year (depreciation or portion thereofamortization, but not in excess of the gain otherwise allocable to each such Member. Except as set forth in this Section 4.3(k), allocations for tax purposes of items of income, gain, loss and deduction, and credits and basis therefor, shall be made in the same manner as determined on a when-paid basis with respect to the Company Preferred Securities or Company Parity Preferred Securities held by such Preferred Securityholder, allocations for book purposes as adjusted set forth in Section 4.3(a) hereof. Allocations pursuant to Sections 7.3 this Section 4.3(k) are solely for purposes of federal, state and 4.3 local income taxes and shall not affect, or in any Certificate way be taken into account in computing, any Member’s Capital Account or share of Designations after the delivery Profits, Losses, other items or distributions pursuant to any provision of a No Dividend Instruction, and (ii) thereafter to the Common Securityholders; and (c) expenses, deductions and net loss of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 4.4) shall be allocated 100% to the Common Securityholders. Notwithstanding the foregoing, the Tax Matters Partner shall have the power to alter any such allocations for federal, state, and local income tax purposes if such alteration is necessary to cause such allocations to have "substantial economic effect" (within the meaning of Treasury regulation section 1.704-1(b)(2)) or to ensure that such allocations are otherwise in accordance with the interests of the Securityholders (within the meaning of Treasury regulation section 1.704-1(b)(3)) determined on the basis of the economic arrangements of the parties as described in this Agreement.

Allocation of Profits and Losses. (i) Except as otherwise provided set forth in this Section 7.36.1(b), for Capital Account purposes, all items of income, gain, loss and deduction shall be allocated among the Members in a manner such that if the Company were dissolved, its affairs wound up and its assets distributed to the Members in accordance with their respective Capital Account balances immediately after making such allocation, such distributions would, as nearly as possible, be equal to the distributions that would be made pursuant to Section 6.2. (ii) For federal, state and local income tax purposes, items of income, gain, loss, deduction and credit shall be allocated to the Members in accordance with the allocations of the corresponding items for Capital Account purposes under this Section 6.1(b), except that items with respect to which there is a difference between tax and book basis will be allocated in accordance with Section 704(c) of the Code, the profits Treasury Regulations thereunder, and losses Treasury Regulations Section 1.704-1(b)(4)(i). (iii) Notwithstanding any provision of this Section 6.1(b), no item of deduction or loss shall be allocated to a Member to the extent the allocation would cause a negative balance in such Member’s Capital Account (after taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) that exceeds the amount that such Member would be required to reimburse the Company pursuant to this Agreement or under applicable law. In the event some but not all of the Company for any Financial Year (Members would have such excess Capital Account deficits as a consequence of such allocation of loss or portion thereofdeduction, the limitation set forth in this Section 6.1(b)(iii) shall be allocated applied on a Member-by-Member basis so as follows: (a) all gains and losses resulting from any disposition (including, without limitation, any redemption to allocate the maximum permissible deduction or prepaymentloss to each Member under Section 1.704-1(b)(2)(ii)(d) of assets by the Treasury Regulations. In the event any loss or deduction shall be specially allocated to a Member pursuant to the preceding sentence, an equal amount of income of the Company shall be specially allocated 100% to such Member prior to any allocation pursuant to Section 6.1(b)(i). (iv) In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate as quickly as possible any deficit balance in its Capital Account in excess of that permitted under Section 6.1(b)(iii) created by such adjustments, allocations or distributions. Any special allocations of items of income or gain pursuant to this Section 6.1(b)(iv) shall be taken into account in computing subsequent allocations pursuant to this Section 6.1(b) so that the net amount of any items so allocated and all other items allocated to each Member pursuant to this Section 6.1(b) shall, to the Common Securityholders;extent possible, be equal to the net amount that would have been allocated to each such Member pursuant to the provisions of this Section 6.1(b) if such unexpected adjustments, allocations or distributions had not occurred. (bv) except In the event the Company incurs any nonrecourse liabilities, income and gain shall be allocated in accordance with the “minimum gain chargeback” provisions of Section 1.704-1(b)(4)(iv) and 1.704-2 of the Treasury Regulations. (vi) The Capital Accounts of the Members shall be adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f) to reflect the fair market value (as otherwise provided determined by the Managing Members in a Certificate their good faith judgment) of DesignationsCompany property whenever Interests are relinquished to the Company, net profit whenever an additional Member is admitted to the Company in accordance with Section 5.3, upon any termination of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 4.4) shall be allocated (i) pro rata among the Preferred Securityholders until the amount so allocated equals the amount of dividends paid during such Financial Year (or portion thereof), as determined on a when-paid basis with respect to the Company Preferred Securities or Company Parity Preferred Securities held by such Preferred Securityholder, as adjusted pursuant to Sections 7.3 and 4.3 or in any Certificate of Designations after the delivery of a No Dividend Instruction, and (ii) thereafter to the Common Securityholders; and (c) expenses, deductions and net loss of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 4.4) shall be allocated 100% to the Common Securityholders. Notwithstanding the foregoing, the Tax Matters Partner shall have the power to alter any such allocations for federal, state, and local income tax purposes if such alteration is necessary to cause such allocations to have "substantial economic effect" (within the meaning of Treasury regulation section 1.704-1(b)(2)) or Section 708 of the Code, and when the Company is liquidated pursuant to ensure that such allocations are otherwise Article X, and shall be adjusted in accordance with the interests of the Securityholders (within the meaning of Treasury regulation section Regulations Section 1.704-1(b)(31(b)(2)(iv)(e) in the case of a distribution of any property (other than cash). (vii) determined on All elections, decisions and other matters concerning the basis allocation of income, gains and losses among the economic arrangements Members, and accounting procedures, not specifically and expressly provided for by the terms of the parties as described in this Agreement, shall be determined by the Managing Members in good faith.

Allocation of Profits and Losses. Except as otherwise provided in Section 7.3, the (a) The Company’s net profits and losses for any Operations Period shall be allocated to each of the Members pro rata at the end of each Operations Period according to the ratio of (i) the number of Units owned by each Member to (ii) the aggregate number of Company Units outstanding, except that where there has been a change in any Member’s interest in the Company during any Operations Period the allocation shall be made by taking into account the varying interests of the Members in the Company for any Financial Year (or portion thereof) shall be allocated as follows: (a) all gains and losses resulting from any disposition (including, without limitation, any redemption or prepaymentsuch Operations Period consistent with the principles of Section 706(d) of assets by the Company shall be allocated 100% to the Common Securityholders;Code. (b) except as otherwise provided in a Certificate The Company’s items of Designationsincome, net profit of the Company (determined without regard to the amount of any gains gain, loss and losses described in subparagraph (a) of this Section 4.4) deduction shall be allocated (i) pro rata among the Preferred Securityholders until the amount so allocated equals the amount of dividends paid during such Financial Year (or portion thereof)for Federal, as determined on a when-paid basis with respect to the Company Preferred Securities or Company Parity Preferred Securities held by such Preferred Securityholder, as adjusted pursuant to Sections 7.3 and 4.3 or in any Certificate of Designations after the delivery of a No Dividend Instruction, and (ii) thereafter to the Common Securityholders; and (c) expenses, deductions and net loss of the Company (determined without regard to the amount of any gains and losses described in subparagraph (a) of this Section 4.4) shall be allocated 100% to the Common Securityholders. Notwithstanding the foregoing, the Tax Matters Partner shall have the power to alter any such allocations for federal, state, state and local income tax purposes if among the Members proportionately to the allocation of net profits and losses among the Members as set forth above, except that each Member’s distributive share of depreciation, amortization, and gain or loss, as computed for tax purposes, with respect to any property shall be determined so as properly to reflect the varying interests of the Members in unrealized profit or loss for prior Operations Periods, and otherwise to take into account the variation between the adjusted basis and the book value of the property in the same manner as under Section 704(c) of the Code and the Treasury Regulations thereunder. (c) On each Adjustment Date (as such alteration term is necessary to cause such allocations defined in Section 4.4(a)), the properties of the Company (including in the case of a distribution, any property being distributed) shall be considered to have "substantial economic effect" (within been sold at fair market value, as determined by the meaning of Treasury regulation section 1.704-1(b)(2)) Managers. The deemed gain or to ensure that loss for the Operations Period in question upon such allocations are otherwise deemed sale shall be allocated in accordance with this Section 4.2. The amount of any distribution-in-kind shall be considered to be the interests fair market value of the Securityholders (within property as determined by the meaning of Treasury regulation section 1.704-1(b)(3)) determined on Managers, who are authorized to engage such appraisers or other persons having acknowledged qualification to value the basis of subject property as the economic arrangements of the parties as described in this AgreementManagers consider appropriate.