Common use of Regulatory Allocations Clause in Contracts

Regulatory Allocations. Notwithstanding anything that may be to the contrary in this Agreement, the following allocations shall be made prior to any other allocations under this Agreement and in the following order of priority: (i) Minimum gain shall be allocated as follows: (A) Except as otherwise provided in Treas. Reg. § 1.704-2(f), if there is a net decrease in Company Minimum Gain during any Fiscal Year or period, each Member shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain to the extent required by Treas. Reg. § 1.704-2(f). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(f) and (i). This provision is intended to comply with the minimum gain chargeback requirements of Treas. Reg. § 1.704-2(f) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(A) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (B) Except as otherwise provided in Treas. Reg. § 1.704-2(i)(4), if there is a net decrease in the Member Nonrecourse Debt Minimum Gain during any Fiscal Year or period, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, determined in accordance with Treas. Reg. § 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to that Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain to the extent and in the manner required by Treas. Reg. § 1.704-2(i). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(i)(4) and (j)(2). This provision is intended to comply with the minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in Treas. Reg. § 1.704-2(i)(4) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(B) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (ii) If a Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §§ 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that would not prevent such Member from having, or would cause such Member to have, an Adjusted Capital Account Deficit, then items of Company income (including gross income) and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, as quickly as possible, such Adjusted Capital Account Deficit. This Section 6.04(a)(ii) is intended to constitute a “qualified income offset” under Treas. Reg. § 1.704-l(b)(2)(ii)(d) and shall be interpreted and applied consistently therewith. (iii) Nonrecourse Deductions, if any, for any Fiscal Year or period shall be allocated to the Members in accordance with their respective Percentage Interests. (iv) Member Nonrecourse Deductions, if any, for any Fiscal Year or period with respect to a Member Nonrecourse Debt shall be specially allocated to the Member that bears the economic risk of loss for such Member Nonrecourse Debt (as determined under Treas. Reg. §§ 1.704-2(b)(4) and 1.704-2(i)(1)). (v) To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among the Members in a manner consistent with the manner in which each of their respective Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations. (vi) The allocations set forth in Section 6.04(a)(i)-(v) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction. Therefore, notwithstanding any other provision of this Agreement (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.03. In exercising discretion with respect to such offsetting special allocations, the Managing Member shall take into account future Regulatory Allocations under Section 6.04(a) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(a)(iii) or 6.04(a)(iv).

Regulatory Allocations. Notwithstanding anything that may be to the contrary in this AgreementSection 5.02, the following special allocations shall be made prior to any other allocations under this Agreement and in the following order of priority:will apply. (i) Minimum gain shall be allocated as follows: (Aa) Except as otherwise provided in Treas. Reg. § Treasury Regulations Section 1.704-2(f), notwithstanding any other provision of this ARTICLE V, if there is a net decrease in Company Minimum Gain during any Fiscal Year or periodPeriod, each Member shall be specially allocated items of Company income and gain for such Fiscal Year or period Period (and, if necessary, subsequent Fiscal Years or periodsPeriods) in an amount equal to that equals such Member’s share of the net decrease in Company Minimum Gain to the extent required by Treas. Reg. § 1.704-2(f). The items to be so allocated shall be Gain, determined in accordance with Treas. Reg. §§ Treasury Regulations Section 1.704-2(f) and (i2(g)(2). This provision is intended to comply with the minimum gain chargeback requirements of Treas. Reg. § 1.704-2(f) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(A) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant heretoto such sentence. The items to be allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 5.03(a) is intended to comply with the minimum gain chargeback requirement in the Treasury Regulations and shall be interpreted consistently therewith. (Bb) Except as otherwise provided in Treas. Reg. § Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this ARTICLE V, if there is a net decrease in the Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year or periodPeriod, each Member who that has a share of the Member Nonrecourse Debt Minimum GainGain attributable to such Member Nonrecourse Debt, determined in accordance with Treas. Reg. § Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year or period Period (and, if necessary, subsequent Fiscal Years or periodsPeriods) in an amount equal to that equals such Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain that is attributable to the extent and in the manner required by Treas. Reg. § 1.704-2(i). The items to be so allocated shall be such Member Nonrecourse Debt, determined in accordance with Treas. Reg. §§ Treasury Regulations Section 1.704-2(i)(4) and (j)(2). This provision is intended to comply with the minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in Treas. Reg. § 1.704-2(i)(4) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(B) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant heretoto such sentence. The items to be allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.03(b) is intended to comply with the minimum gain chargeback requirement in the Treasury Regulations and shall be interpreted consistently therewith. (iic) In accordance with Treasury Regulations Section 1.704-2(b)(1), any Nonrecourse Deductions for any Fiscal Period shall be specially allocated among the Members in accordance with the Members’ respective Percentage Interests. (d) Any Member Nonrecourse Deductions for any Fiscal Period shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i)(1) and (2). (e) If a any Member unexpectedly receives received any adjustments, allocations allocations, or distributions described in Treas. Reg. §§ Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that would not prevent such Member from having, or would cause such Member to have, an Adjusted Capital Account Deficit), then items of Company income (including gross income) and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, as quickly as possible, eliminate the deficit balance in such Member’s Adjusted Capital Account DeficitBalance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.03(e) shall be made only to the extent that a Member would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this ARTICLE V have been tentatively made as if this Section 5.03(e) were not in this Agreement. This Section 6.04(a)(ii5.03(e) is intended to constitute be a “qualified income offset” under Treas. Reg. § provision as described in Treasury Regulations Section 1.704-l(b)(2)(ii)(d1(b)(2)(ii)(d) and shall be interpreted and applied consistently therewith. (iiif) Nonrecourse DeductionsIf any Member has a deficit Capital Account at the end of any Fiscal Period which is in excess of the sum of (i) the amount such Member is obligated to restore, if any, for pursuant to any Fiscal Year or period shall provision of this Agreement, and (ii) the amount such Member is deemed to be allocated obligated to restore pursuant to the Members in accordance with their respective Percentage Interests. (ivpenultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member Nonrecourse Deductions, if any, for any Fiscal Year or period with respect to a Member Nonrecourse Debt shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.03(f) shall be made only if and to the extent that a Member that bears the economic risk would have a deficit Capital Account in excess of loss such sum after all other allocations provided for such Member Nonrecourse Debt (in this ARTICLE V have been tentatively made as determined under Treas. Reg. §§ 1.704-2(b)(4if Section 5.03(e) and 1.704-2(i)(1))this Section 5.03(f) were not in this Agreement. (vg) To Pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to the extent an adjustment to the adjusted tax basis of any Company asset of the Company pursuant to under Code Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m), required to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) ), and such gain or loss shall be specially allocated among to the Members in a manner that is consistent with the manner in which each of their respective Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations. (vih) The allocations set forth in Section 6.04(a)(i)-(v) 5.03(a)-(g), inclusive (the “Regulatory Allocations”) ), are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deductiondeduction pursuant to this Section 5.03. Therefore, notwithstanding any other provision of this Agreement Section 5.03 (other than the Regulatory Allocations)) to the contrary, the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.03the Agreement. In exercising discretion with respect its discretion, pursuant to such offsetting special allocationsthis Section 5.03(h), the Managing Member shall will take into account future Regulatory Allocations under Section 6.04(a) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(a)(iii) or 6.04(a)(iv)made.

Regulatory Allocations. Notwithstanding anything that may be to the contrary in this Agreement, the following allocations shall be made prior to any other allocations under this Agreement and in the following order of priority: (i) Minimum gain shall be allocated as follows: (A) Except as otherwise provided in Treas. Reg. § 1.704-2(f), if there is a net decrease in Company Minimum Gain during any Fiscal Year or period, each Member shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain to the extent required by Treas. Reg. § 1.704-2(f). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(f) and (i). This provision is intended to comply with the minimum gain chargeback requirements of Treas. Reg. § 1.704-2(f) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(A6.04(b)(i)(A) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (B) Except as otherwise provided in Treas. Reg. § 1.704-2(i)(4), if there is a net decrease in the Member Nonrecourse Debt Minimum Gain during any Fiscal Year or period, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, determined in accordance with Treas. Reg. § 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to that Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain to the extent and in the manner required by Treas. Reg. § 1.704-2(i). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(i)(4) and (j)(2). This provision is intended to comply with the minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in Treas. Reg. § 1.704-2(i)(4) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(B6.04(b)(i)(B) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (ii) If a Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §§ 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that would not prevent such Member from having, or would cause such Member to have, an Adjusted Capital Account Deficit, then items of Company income (including gross income) and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, as quickly as possible, such Adjusted Capital Account Deficit. This Section 6.04(a)(ii6.04(b)(ii) is intended to constitute a “qualified income offset” under Treas. Reg. § 1.704-l(b)(2)(ii)(d) and shall be interpreted and applied consistently therewith. (iii) Nonrecourse Deductions, if any, for any Fiscal Year or period shall be allocated to the Members in accordance with their respective Percentage Interests. (iv) Member Nonrecourse Deductions, if any, for any Fiscal Year or period with respect to a Member Nonrecourse Debt shall be specially allocated to the Member that bears the economic risk of loss for such Member Nonrecourse Debt (as determined under Treas. Reg. §§ 1.704-2(b)(4) and 1.704-2(i)(1)). (v) To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among the Members in a manner consistent with the manner in which each of their respective Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations. (vi) The allocations set forth in Section 6.04(a)(i)-(v6.04(b)(i)-(v) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction. Therefore, notwithstanding any other provision of this Agreement (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.036.03 and Section 6.04. In exercising discretion with respect to such offsetting special allocations, the Managing Member shall take into account future Regulatory Allocations under Section 6.04(a) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(a)(iii6.04(b)(iii) or 6.04(a)(iv6.04(b)(iv).

Regulatory Allocations. Notwithstanding anything that may be to the contrary in this AgreementSection 4.01, the following special allocations shall be made prior to any other allocations under this Agreement and in the following order of priority:will apply. (i) Minimum gain shall be allocated as follows: (Aa) Except as otherwise provided in Treas. Reg. § Treasury Regulations Section 1.704-2(f), notwithstanding any other provision of this Article V, if there is a net decrease in Company Minimum Gain during any Fiscal Year or periodPeriod, each Member shall be specially allocated items of Company income and gain for such Fiscal Year or period Period (and, if necessary, subsequent Fiscal Years or periodsPeriods) in an amount equal to that equals such Member’s share of the net decrease in Company Minimum Gain to the extent required by Treas. Reg. § 1.704-2(f). The items to be so allocated shall be Gain, determined in accordance with Treas. Reg. §§ Treasury Regulations Section 1.704-2(f) and (i2(g). This provision is intended to comply with the minimum gain chargeback requirements of Treas. Reg. § 1.704-2(f) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(A) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant heretoto such sentence. The items to be allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 5.03(a) is intended to comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (Bb) Except as otherwise provided in Treas. Reg. § Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V, if there is a net decrease in the Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year or periodPeriod, each Member who that has a share of the Member Nonrecourse Debt Minimum GainGain attributable to such Member Nonrecourse Debt, determined in accordance with Treas. Reg. § Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year or period Period (and, if necessary, subsequent Fiscal Years or periodsPeriods) in an amount equal to that equals such Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain that is attributable to the extent and in the manner required by Treas. Reg. § 1.704-2(i). The items to be so allocated shall be such Member Nonrecourse Debt, determined in accordance with Treas. Reg. §§ Treasury Regulations Section 1.704-2(i)(4) and (j)(2). This provision is intended to comply with the minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in Treas. Reg. § 1.704-2(i)(4) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(B) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (ii) If a Member unexpectedly receives any adjustments, allocations or distributions described to such sentence. The items to be allocated shall be determined in Treas. Reg. §§ accordance with Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that would not prevent such Member from having, or would cause such Member to have, an Adjusted Capital Account Deficit, then items of Company income (including gross income2(i)(4) and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, as quickly as possible, such Adjusted Capital Account Deficit1.704-2(j)(2). This Section 6.04(a)(ii5.03(b) is intended to constitute a “qualified income offset” under Treas. Reg. § comply with the minimum gain chargeback requirement in Treasury Regulations Section 1.704-l(b)(2)(ii)(d2(i)(4) and shall be interpreted and applied consistently therewith. (iiic) In accordance with Treasury Regulations Section 1.704-2, any Nonrecourse Deductions, if any, Deductions for any Fiscal Year or period shall be allocated to the Members in accordance with their respective Percentage Interests. (iv) Member Nonrecourse Deductions, if any, for any Fiscal Year or period with respect to a Member Nonrecourse Debt shall be specially allocated to the Member that bears the economic risk of loss for such Member Nonrecourse Debt (as determined under Treas. Reg. §§ 1.704-2(b)(4) and 1.704-2(i)(1)). (v) To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss Period shall be specially allocated among the Members in a manner consistent accordance with the manner in which each of their Members’ respective Capital Accounts are required to be adjusted pursuant to such section of the Treasury RegulationsPercentage Interests. (vi) The allocations set forth in Section 6.04(a)(i)-(v) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction. Therefore, notwithstanding any other provision of this Agreement (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.03. In exercising discretion with respect to such offsetting special allocations, the Managing Member shall take into account future Regulatory Allocations under Section 6.04(a) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(a)(iii) or 6.04(a)(iv).

Regulatory Allocations. Notwithstanding anything that may be (a) Losses attributable to the contrary partner nonrecourse debt (as defined in this Agreement, the following allocations shall be made prior to any other allocations under this Agreement and in the following order of priority: (iTreasury Regulation Section 1.704-2(b)(4)) Minimum gain shall be allocated as follows: (A) Except as otherwise provided in Treas. Reg. § the manner required by Treasury Regulation Section 1.704-2(f2(i), if . If there is a net decrease during a Taxable Year in Company Minimum Gain during any Fiscal Year or periodpartner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(3)), each Member shall be specially allocated items of Company income and gain Profits for such Fiscal Taxable Year or period (and, if necessary, for subsequent Fiscal Years or periodsTaxable Years) shall be allocated to each Member in an the amount equal to such Member’s respective share of the net decrease in Company Minimum Gain partner nonrecourse debt minimum gain as determined according to the extent required by Treas. Reg. § Treasury Regulation Section 1.704-2(f2(i)(4). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(f) and (i). This provision is intended to comply with the minimum gain chargeback requirements of Treas. Reg. § 1.704-2(f) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(A) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant heretothereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.03(a) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted in a manner consistently therewith. (Bb) Except as otherwise provided in Treas. Reg. § Treasury Regulations Section 1.704-2(i)(42(f), notwithstanding the provisions of Section 5.03, or any other provision of this Article V, if there is a net decrease in the Member Nonrecourse Debt Minimum Gain partnership minimum gain (as defined in Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d)) during any Fiscal Year or periodTaxable Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, determined in accordance with Treas. Reg. § 1.704-2(i)(5), shall be specially allocated items of Company income and gain Profits for such Fiscal Taxable Year or period (and, if necessary, for subsequent Fiscal Years or periodsTaxable Years) in an amount equal to that such Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain to the extent and partnership minimum gain, determined in the manner required by Treas. Reg. § accordance with Treasury Regulation Section 1.704-2(i2(g). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ Treasury Regulation Section 1.704-2(i)(42(f)(6) and (j)(2). This provision is intended to comply with the minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in Treas. Reg. § 1.704-2(i)(4) and shall be interpreted and applied consistently therewith2(j)(2). Allocations pursuant to this Section 6.04(a)(i)(B) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant heretothereto. This Section 5.03(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (iic) Nonrecourse deductions (as defined in Treasury Regulation Sections 1.704-2(b)(1) and 1.704-2(c)) for any Taxable Year shall be allocated pro rata among the Members in accordance with their Percentage Interests. Any partner nonrecourse deductions (as defined in Treasury Regulation Section 1.704-2(i)(1) and 1.704-2(i)(2)) for any Taxable Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member nonrecourse debt to which such Member nonrecourse deductions are attributable in accordance with Regulations Section 1.704-2(i)(1). (d) If a any Member unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treas. Reg. §§ Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or and (6) that would not prevent such Member from having), or would cause such Member to have, an Adjusted Capital Account Deficit, then items of Company income (including gross income) and gain Profits shall be specially allocated in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(d), to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 5.03(d) shall be made if and only to the extent that such Member would have an Adjusted Capital Account DeficitDeficit after all other allocations provided in this Article V have been tentatively made as if this Section 5.03(b) were not in the Agreement. This Section 6.04(a)(ii5.03(d) is intended to constitute a “comply with the qualified income offset” under Treas. Reg. § offset requirement in Treasury Regulation Section 1.704-l(b)(2)(ii)(d1(b) (2)(ii)(d) and shall be interpreted and applied consistently in a manner consistent therewith. (iiie) Nonrecourse Deductions, In the event any Member has a deficit Capital Account at the end of any Taxable Year that is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) the Member’s restoration obligations (if any) described in Treasury Regulation Section 1.704-1(b)(2)(ii)(c), for any Fiscal Year or period each such Member shall be allocated items of Profits in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.03(e) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been made as if Section 5.03(d) and this Section 5.03(e) were not in the Agreement. (f) To the extent that any allocation of Losses would cause or increase an Adjusted Capital Account Deficit as to any Member, such allocation of Losses shall be reallocated among the other Members in accordance with their respective Percentage Interests. (iv) Member Nonrecourse Deductions, if any, for any Fiscal Year or period with respect to a Member Nonrecourse Debt shall be specially allocated subject to the Member that bears the economic risk limitations of loss for such Member Nonrecourse Debt (as determined under Treas. Reg. §§ 1.704-2(b)(4) and 1.704-2(i)(1)this Section 5.03(f). (vg) To the extent an adjustment to the adjusted tax basis of any asset of the Company asset, pursuant to Code Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treas. Reg. § Treasury Regulation Section 1.704-1(b)(2)(iv)(m1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital AccountsAccounts as the result of a distribution to a Member in complete liquidation of such Member’s interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among to the Members in a manner consistent accordance with the manner in which each of their respective Capital Accounts are required Percentage Interests in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) applies, or to be adjusted pursuant the Member to whom such section of distribution was made in the event Treasury RegulationsRegulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (vih) The allocations set forth in Section 6.04(a)(i)-(v5.03(a) through and including Section 5.03(g) (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. It is The Regulatory Allocations may not be consistent with the intent manner in which the Members intend to allocate Profits and Losses of the Members thatCompany or make Distributions. Accordingly, notwithstanding the other provisions of this Article V, but subject to the extent possibleRegulatory Allocations, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, deduction and loss or deduction. Therefore, notwithstanding any other provision shall be reallocated among the Members so as to eliminate the effect of this Agreement (other than the Regulatory Allocations), Allocations and thereby cause the Managing Member shall make respective Capital Accounts of the Members to be in the amounts (or as close thereto as possible) they would have been if Profits and Losses (and such offsetting special allocations other items of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, and loss) had been allocated without reference to the extent possibleRegulatory Allocations. In general, equal to the Capital Account balance Members anticipate that this will be accomplished by specially allocating other Profits and Losses (and such Member would have had if other items of income, gain, deduction and loss) among the Members so that the net amount of the Regulatory Allocations were and such special allocations to each such Member is zero. In addition, if in any Taxable Year or Fiscal Period there is a decrease in partnership minimum gain, or in partner nonrecourse debt minimum gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Members, the Members may, if they do not part expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement and all Company items were allocated pursuant to Section 6.03. In exercising discretion with respect to shall be applied in such offsetting special allocations, the Managing Member shall take into account future Regulatory Allocations under Section 6.04(a) that, although instance as if it did not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(a)(iii) or 6.04(a)(iv)contain such minimum gain chargeback requirement.

Regulatory Allocations. Notwithstanding anything that may be to the contrary in this Agreement, the following allocations shall be made prior to any other allocations under this Agreement and in the following order of priority: (i) Minimum gain shall be allocated as follows: (A) Except as otherwise provided in Treas. Reg. § 1.704-2(f), if there is a net decrease in Company Minimum Gain during any Fiscal Year or period, each Member shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain to the extent required by Treas. Reg. § 1.704-2(f). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(f) and (i). This provision is intended to comply with the minimum gain chargeback requirements of Treas. Reg. § 1.704-2(f) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(A6.04(b)(i)(A) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (B) Except as otherwise provided in Treas. Reg. § 1.704-2(i)(4), if there is a net decrease in the Member Nonrecourse Debt Minimum Gain during any Fiscal Year or period, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, determined in accordance with Treas. Reg. § 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to that Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain to the extent and in the manner required by Treas. Reg. § 1.704-2(i). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(i)(4) and (j)(2). This provision is intended to comply with the minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in Treas. Reg. § 1.704-2(i)(4) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(B6.04(b)(i)(B) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (ii) If a Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §§ 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that would not prevent such Member from having, or would cause such Member to have, an Adjusted Capital Account Deficit, then items of Company income (including gross income) and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, as quickly as possible, such Adjusted Capital Account Deficit. This Section 6.04(a)(ii6.04(b)(ii) is intended to constitute a “qualified income offset” under Treas. Reg. § 1.704-l(b)(2)(ii)(d) and shall be interpreted and applied consistently therewith. (iii) Nonrecourse Deductions, if any, for any Fiscal Year or period shall be allocated to the Members in accordance with their respective Percentage Interests. (iv) Member Nonrecourse Deductions, if any, for any Fiscal Year or period with respect to a Member Nonrecourse Debt shall be specially allocated to the Member that bears the economic risk of loss for such Member Nonrecourse Debt (as determined under Treas. Reg. §§ 1.704-2(b)(4) and 1.704-2(i)(1)). (v) To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among the Members in a manner consistent with the manner in which each of their respective Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations. (vi) The allocations set forth in Section 6.04(a)(i)-(v6.04(b)(i)-(v) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction. Therefore, notwithstanding any other provision of this Agreement (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.036.03 and Section 6.04(a). In exercising discretion with respect to such offsetting special allocations, the Managing Member shall take into account future Regulatory Allocations under Section 6.04(a6.04(b)(i) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(a)(iii6.04(b)(iii) or 6.04(a)(iv6.04(b)(iv).

Regulatory Allocations. Notwithstanding anything that may be to the contrary in this Agreement, the following allocations shall be made prior to any other allocations under this Agreement and in the following order of priority: (i) Minimum gain shall be allocated as follows: (A) Except as otherwise provided in Treas. Reg. § 1.704-2(f), if there is a net decrease in Company Minimum Gain during any Fiscal Year or period, each Member shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain to the extent required by Treas. Reg. § 1.704-2(f). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(f) and (i). This provision is intended to comply with the minimum gain chargeback requirements of Treas. Reg. § 1.704-2(f) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(A6.04(b)(i)(A) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (B) Except as otherwise provided in Treas. Reg. § 1.704-2(i)(4), if there is a net decrease in the Member Nonrecourse Debt Minimum Gain during any Fiscal Year or period, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, determined in accordance with Treas. Reg. § 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to that Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain to the extent and in the manner required by Treas. Reg. § 1.704-2(i). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(i)(4) and (j)(2). This provision is intended to comply with the minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in Treas. Reg. § 1.704-2(i)(4) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(B6.04(b)(i)(B) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (ii) If a Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §§ 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that would not prevent such Member from having, or would cause such Member to have, an Adjusted Capital Account Deficit, then items of Company income (including gross income) and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, as quickly as possible, such Adjusted Capital Account Deficit. This Section 6.04(a)(ii6.04(b)(ii) is intended to constitute a “qualified income offset” under Treas. Reg. § 1.704-l(b)(2)(ii)(d) and shall be interpreted and applied consistently therewith. (iii) Nonrecourse Deductions, if any, for any Fiscal Year or period shall be allocated to the Members in accordance with their respective Percentage Interests. (iv) Member Nonrecourse Deductions, if any, for any Fiscal Year or period with respect to a Member Nonrecourse Debt shall be specially allocated to the Member that bears the economic risk of loss for such Member Nonrecourse Debt (as determined under Treas. Reg. §§ 1.704-2(b)(4) and 1.704-2(i)(1)). (v) To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among the Members in a manner consistent with the manner in which each of their respective Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations. (vi) The allocations set forth in Section 6.04(a)(i)-(v6.04(b)(i)-(v) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction. Therefore, notwithstanding any other provision of this Agreement (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.036.03 and Section 6.04(a). In exercising discretion with respect to such offsetting special allocations, the Managing Member shall take into account future Regulatory Allocations under Section 6.04(a) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(a)(iii6.04(b)(iii) or 6.04(a)(iv6.04(b)(iv).

Regulatory Allocations. Notwithstanding anything that may be to the contrary in this Agreementforegoing, the following special allocations shall be made prior to any for each Fiscal Year or other allocations under this Agreement and period in the following order of priority: (i) Minimum gain shall be allocated as follows: (A) Except as otherwise provided in Treas. Reg. § 1.704-2(f), if If there is a net decrease in Company Minimum Gain during any Fiscal Year or perioda Company taxable year, then each Member shall be specially allocated items of Company income and gain for such Fiscal Year or period taxable year (and, if necessary, for subsequent Fiscal Years or periodsyears) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain to the extent required by Treas. Reg. § 1.704-2(f). The items to be so allocated shall be Gain, determined in accordance with Treas. Reg. §§ section 1.704-2(f2(g)(2) and (i)of the Income Tax Regulations. This provision subsection (b)(i) is intended to comply with the minimum gain chargeback requirements requirement of Treas. Reg. § section 1.704-2(f) of the Income Tax Regulations and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(A) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (Bii) Except as otherwise provided in Treas. Reg. § 1.704-2(i)(4), if If there is a net decrease in the Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year or periodCompany taxable year, each Member who has a share of the Member Nonrecourse Debt Minimum GainGain attributable to such Member Nonrecourse Debt, determined in accordance with Treas. Reg. § section 1.704-2(i)(5)) of the Income Tax Regulations, shall be specially allocated items of Company income and gain for such Fiscal Year or period taxable year (and, if necessary, subsequent Fiscal Years or periodsyears) in an the amount equal to that such Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain attributable to the extent and in the manner required by Treas. Reg. § 1.704-2(i). The items to be so allocated shall be such Member Nonrecourse Debt, determined in accordance a manner consistent with Treas. Reg. §§ the provisions of section 1.704-2(i)(4) and (j)(2)of the Income Tax Regulations. This provision subsection (b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in Treas. Reg. § of section 1.704-2(i)(4) of the Income Tax Regulations and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(B) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (iiiii) If a any Member unexpectedly receives any adjustments(or Members unexpectedly receive) an adjustment, allocations allocation or distributions described in Treas. Reg. §§ distribution of the type contemplated by section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that would not prevent such Member from havingof the Income Tax Regulations, or would cause such Member to have, an Adjusted Capital Account Deficit, then items of Company income (including gross income) and gain shall be specially allocated to such Member (or if more than one Member receives such an adjustment, allocation or distribution, items of income and gain shall be allocated to such Members in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount (or amounts) and manner sufficient to eliminate, eliminate the Adjusted Capital Account Deficit of such Member (or deficits of such Members) as quickly as possible, such Adjusted Capital Account Deficit. This Section 6.04(a)(ii) It is intended to constitute that this subsection (b)(iii) qualify and be construed as a “qualified income offset” under Treas. Reg. § within the meaning of section 1.704-l(b)(2)(ii)(d1(b)(2)(ii)(d) and shall be interpreted and applied consistently therewithof the Income Tax Regulations. (iiiiv) If the allocation of Net Loss to a Member as provided in Section 9.1(a) would create or increase an Adjusted Capital Account Deficit and one or more other Members would have a positive Capital Account balance, there shall be allocated to such Member only that amount of Net Loss as will not create or increase an Adjusted Capital Account Deficit. The Net Loss that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall, subject to the Adjusted Capital Account Deficit limitations of such sentence, be allocated to those Members having positive Capital Account balances up to the amount of such positive Capital Account balances in the ratios that each such Member’s positive Capital Account Balance bears to the sum of such positive Capital Account balances. To the extent that allocations of Net Losses have been made pursuant to this subsection (b)(iv), future allocations of Net Profits, notwithstanding anything to the contrary in this Agreement, shall be made first to restore such Net Losses. (v) Member Nonrecourse Deductions, if any, Deductions for any Fiscal Year or other period shall be allocated to the Members in accordance with their respective Percentage Interests. (iv) Member Nonrecourse Deductions, if any, for any Fiscal Year or period with respect to a Member Nonrecourse Debt shall be specially allocated each year to the Member that bears the economic risk of loss (within the meaning of section 1.752-2 of the Income Tax Regulations) for the Member Nonrecourse Debt to which such Member Nonrecourse Debt (as determined under Treas. Reg. §§ 1.704-2(b)(4) and 1.704-2(i)(1))Deductions are attributable. (vvi) Nonrecourse Deductions for any Fiscal Year or other period shall be allocated to the Members in proportion to their respective Percentage Interests. (vii) To the extent an adjustment to the adjusted tax basis of any asset of the Company asset, pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treas. Reg. § section 1.704-1(b)(2)(iv)(m)1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) of the Income Tax Regulations, to be taken into account in determining Capital AccountsAccounts as the result of a distribution to a Member in complete liquidation of such Member’s interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among to the Members in a manner consistent accordance with their interests in the manner Company in which each of their respective Capital Accounts are required to be adjusted pursuant to such the event section 1.704-1(b)(2)(iv)(m)(2) of the Treasury Regulations.Income Tax Regulations applies, or to the Member to whom such distribution was made in the event section 1.704-1(b)(2)(iv)(m)(4) of the Income Tax Regulations applies (viviii) The allocations set forth in Section 6.04(a)(i)-(vsubsections (b)(i) through (b)(vii) (the “Regulatory Allocations”) are intended to comply with certain requirements of sections 1.704-1(b), 1.704-2(f) and 1.704-2(i) of the Treasury Income Tax Regulations. It is Notwithstanding the intent provisions of Section 9.1(a), the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among the Members so that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special the net amount of such allocations of other items of Company income, gain, loss or deduction. Therefore, notwithstanding any other provision of this Agreement (other than and the Regulatory Allocations), the Managing Allocations to each Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, be equal to the Capital Account balance such Member net amount that would have had been allocated to each Member if the Regulatory Allocations were had not part of this Agreement and all Company items were allocated pursuant to Section 6.03. In exercising discretion with respect to such offsetting special allocations, the Managing Member shall take into account future Regulatory Allocations under Section 6.04(a) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(a)(iii) or 6.04(a)(iv)occurred.

Regulatory Allocations. Notwithstanding anything that may be (a) Losses attributable to the contrary partner nonrecourse debt (as defined in this Agreement, the following allocations shall be made prior to any other allocations under this Agreement and in the following order of priority: (iTreasury Regulation Section 1.704-2(b)(4)) Minimum gain shall be allocated as follows: (A) Except as otherwise provided in Treas. Reg. § the manner required by Treasury Regulation Section 1.704-2(f2(i), if . If there is a net decrease during a Taxable Year in Company Minimum Gain during any Fiscal Year or periodpartner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(3)), each Member shall be specially allocated items of Company income and gain Profits for such Fiscal Taxable Year or period (and, if necessary, for subsequent Fiscal Years or periodsTaxable Years) shall be allocated to each Member in an the amount equal to such Member’s respective share of the net decrease in Company Minimum Gain partner nonrecourse debt minimum gain as determined according to the extent required by Treas. Reg. § Treasury Regulation Section 1.704-2(f2(i)(4). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(f) and (i). This provision is intended to comply with the minimum gain chargeback requirements of Treas. Reg. § 1.704-2(f) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(A) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant heretothereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.03(a) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted in a manner consistently therewith. (Bb) Except as otherwise provided in Treas. Reg. § Treasury Regulations Section 1.704-2(i)(42(f), notwithstanding the provisions of Section 5.03, or any other provision of this Article V, if there is a net decrease in the Member Nonrecourse Debt Minimum Gain partnership minimum gain (as defined in Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d)) during any Fiscal Year or periodTaxable Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, determined in accordance with Treas. Reg. § 1.704-2(i)(5), shall be specially allocated items of Company income and gain Profits for such Fiscal Taxable Year or period (and, if necessary, for subsequent Fiscal Years or periodsTaxable Years) in an amount equal to that such Member’s 's share of the net decrease in the Member Nonrecourse Debt Minimum Gain to the extent and partnership minimum gain, determined in the manner required by Treas. Reg. § accordance with Treasury Regulation Section 1.704-2(i2(g). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ Treasury Regulation Section 1.704-2(i)(42(f)(6) and (j)(2). This provision is intended to comply with the minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in Treas. Reg. § 1.704-2(i)(4) and shall be interpreted and applied consistently therewith2(j)(2). Allocations pursuant to this Section 6.04(a)(i)(B) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant heretothereto. This Section 5.03(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (iic) Nonrecourse deductions (as defined in Treasury Regulation Sections 1.704-2(b)(1) and 1.704-2(c)) for any Taxable Year shall be allocated pro rata among the Members in accordance with their Percentage Interests. Any partner nonrecourse deductions (as defined in Treasury Regulation Section 1.704-2(i)(1) and 1.704-2(i)(2)) for any Taxable Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member nonrecourse debt to which such Member nonrecourse deductions are attributable in accordance with Regulations Section 1.704-2(i)(1). (d) If a any Member unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Treas. Reg. §§ Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or and (6) that would not prevent such Member from having), or would cause such Member to have, an Adjusted Capital Account Deficit, then items of Company income (including gross income) and gain Profits shall be specially allocated in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(d), to such Member in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 5.03(d) shall be made if and only to the extent that such Member would have an Adjusted Capital Account DeficitDeficit after all other allocations provided in this Article V have been tentatively made as if this Section 5.03(b) were not in the Agreement. This Section 6.04(a)(ii5.03(d) is intended to constitute a “comply with the qualified income offset” under Treas. Reg. § offset requirement in Treasury Regulation Section 1.704-l(b)(2)(ii)(d1(b) (2)(ii)(d) and shall be interpreted and applied consistently in a manner consistent therewith. (iiie) Nonrecourse Deductions, In the event any Member has a deficit Capital Account at the end of any Taxable Year that is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) the Member’s restoration obligations (if any) described in Treasury Regulation Section 1.704-1(b)(2)(ii)(c), for any Fiscal Year or period each such Member shall be allocated items of Profits in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.03(e) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been made as if Section 5.03(d) and this Section 5.03(e) were not in the Agreement. (f) To the extent that any allocation of Losses would cause or increase an Adjusted Capital Account Deficit as to any Member, such allocation of Losses shall be reallocated among the other Members in accordance with their respective Percentage Interests. (iv) Member Nonrecourse Deductions, if any, for any Fiscal Year or period with respect to a Member Nonrecourse Debt shall be specially allocated subject to the Member that bears the economic risk limitations of loss for such Member Nonrecourse Debt (as determined under Treas. Reg. §§ 1.704-2(b)(4) and 1.704-2(i)(1)this Section 5.03(f). (vg) To the extent an adjustment to the adjusted tax basis of any asset of the Company asset, pursuant to Code Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treas. Reg. § Treasury Regulation Section 1.704-1(b)(2)(iv)(m1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital AccountsAccounts as the result of a distribution to a Member in complete liquidation of such Member's interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among to the Members in a manner consistent accordance with the manner in which each of their respective Capital Accounts are required Percentage Interests in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) applies, or to be adjusted pursuant the Member to whom such section of distribution was made in the event Treasury RegulationsRegulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (vih) The allocations set forth in Section 6.04(a)(i)-(v5.03(a) through and including Section 5.03(g) (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. It is The Regulatory Allocations may not be consistent with the intent manner in which the Members intend to allocate Profits and Losses of the Members thatCompany or make Distributions. Accordingly, notwithstanding the other provisions of this Article V, but subject to the extent possibleRegulatory Allocations, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, deduction and loss or deduction. Therefore, notwithstanding any other provision shall be reallocated among the Members so as to eliminate the effect of this Agreement (other than the Regulatory Allocations), Allocations and thereby cause the Managing Member shall make respective Capital Accounts of the Members to be in the amounts (or as close thereto as possible) they would have been if Profits and Losses (and such offsetting special allocations other items of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, and loss) had been allocated without reference to the extent possibleRegulatory Allocations. In general, equal to the Capital Account balance Members anticipate that this will be accomplished by specially allocating other Profits and Losses (and such Member would have had if other items of income, gain, deduction and loss) among the Members so that the net amount of the Regulatory Allocations were and such special allocations to each such Member is zero. In addition, if in any Taxable Year or Fiscal Period there is a decrease in partnership minimum gain, or in partner nonrecourse debt minimum gain, and application of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Members, the Members may, if they do not part expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement and all Company items were allocated pursuant to Section 6.03. In exercising discretion with respect to shall be applied in such offsetting special allocations, the Managing Member shall take into account future Regulatory Allocations under Section 6.04(a) that, although instance as if it did not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(a)(iii) or 6.04(a)(iv)contain such minimum gain chargeback requirement.

Regulatory Allocations. Notwithstanding anything that may be to the contrary in this Agreement, the The following special allocations shall be made prior to any other allocations under this Agreement and in the following order of priorityorder: (i) Minimum gain shall be allocated as follows: (A) Except as otherwise provided in Treas. Reg. § 1.704-2(f), notwithstanding any other provision of this Section 15.1(b), if there is a net decrease in Company Minimum Gain during for any Fiscal Year or periodYear, each Member shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, and if necessary, subsequent necessary for succeeding Fiscal Years or periodsYears) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain to the extent required by Treas. Reg. § 1.704-2(f). The items to be so allocated shall be Gain, determined in accordance with Treas. Reg. §§ 1.704-2(f) and (i2(g). This provision is intended to comply with the minimum gain chargeback requirements of Treas. Reg. § 1.704-2(f) and shall be interpreted and applied consistently therewith. Allocations made pursuant to this Section 6.04(a)(i)(A) the preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant heretothereto. The items of Company income and gain to be allocated pursuant to this Section 15.1(b)(i) shall be determined in accordance with Treas. Reg. § 1.704-2(f)(6) and Treas. Reg. § 1.704-2(j)(2). The amount of Company Minimum Gain shall be determined in accordance with Treas. Reg. § 1.704-2(d). This Section 15.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treas. Reg. § 1.704-2(f) and shall be interpreted consistently therewith. (Bii) Except as otherwise provided in Treas. Reg. § 1.704-2(i)(4), notwithstanding any other provision of this Section 15.1(b) except Section 15.1(b)(i), if during any Fiscal Year there is a net decrease in the Member Nonrecourse Debt Minimum Gain during any Fiscal Year or period, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, each Member that has a share of that Member Nonrecourse Debt Minimum Gain (determined in accordance with Treas. Reg. § 1.704-2(i)(5), ) shall be specially allocated items of Company income and gain for such the Fiscal Year or period (and, if necessary, subsequent for succeeding Fiscal Years or periodsYears) in an amount equal to that Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain to the extent and in the manner required by Treas. Reg. § 1.704-2(i). The items to be so allocated shall be (determined in accordance with Treas. Reg. §§ 1.704-2(i)(4) and (j)(2). This provision is intended to comply with the minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in Treas. Reg. § 1.704-2(i)(4) and shall be interpreted and applied consistently therewith). Allocations pursuant to this Section 6.04(a)(i)(B) the preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (iithereto. The items of Company income and gain to be allocated pursuant to this Section 15.1(b)(ii) If a shall be determined in accordance with Treas. Reg. § 1.704-2(i)(4) and Treas. Reg. § 1.704-2(j)(2). The amount of Member unexpectedly receives any adjustments, allocations or distributions described Nonrecourse Debt Minimum Gain shall be determined in accordance with Treas. Reg. § 1.704-2(i)(3). This Section 15.1(b)(ii) is intended to comply with the minimum gain chargeback requirement in Treas. Reg. §§ 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) If any Member unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by ▇▇▇▇▇. Reg. § 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6) that would not prevent causes or increases a deficit in such Member from having, or would cause such Member to have, an Member’s Adjusted Capital Account DeficitBalance, then items of Company income (including gross income) and gain entering into the computation of Profits and Losses shall be specially allocated to all such Member Members in an amount and manner sufficient to eliminate, to the extent required by Treas. Reg. § 1.704-1(b), the deficit Adjusted Capital Account Balance of such Member as quickly as possible, provided, however, that an allocation pursuant to this Section 15.1(b)(iii) shall be made only if and to the extent that such Member would have a deficit Adjusted Capital Account DeficitBalance after all other allocations provided for in this Section 15.1 have been tentatively made as if this Section 15.1(b)(iii) were not in the Agreement. This It is the intent of the Members that this Section 6.04(a)(ii15.1(b)(iii) is intended to constitute a “qualified income offset” offset provision under Treas. Reg. § 1.704-l(b)(2)(ii)(d1(b)(2)(ii)(d) and shall be interpreted and applied consistently therewith. (iiiiv) In the event that any Member has a deficit Capital Account balance at the end of any Fiscal Year which is in excess of the sum of (1) the amount such Member is obligated to restore pursuant to any provision of this Agreement, and (2) the amount such Member is deemed to be obligated to restore pursuant to the next to last sentences of Treas. Reg. §§ 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 15.1(b)(iv) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Section 15.1 have been made as if Section 15.1(b)(iii) and this Section 15.1(b)(iv) were not in the Agreement. It is the intent of the Members that this Section 15.1(b)(iv) constitute a gross income allocation and be interpreted to effectuate such intent. (v) Company Nonrecourse Deductions, if any, Deductions for any Fiscal Year or other period shall be allocated to the Members in accordance with proportion to their respective Percentage Interests. (iv) Member Nonrecourse Deductions, if any, for any Fiscal Year or period with respect to a Member Nonrecourse Debt shall be specially allocated to the Member that bears the economic risk of loss for such Member Nonrecourse Debt (as determined under Treas. Reg. §§ 1.704-2(b)(4) and 1.704-2(i)(1)). (vvi) To the extent an adjustment to the adjusted tax basis of any asset of the Company asset, pursuant to Code Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treas. Reg. §§ 1.704-1(b)(2)(iv)(m1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital AccountsAccounts as a result of a distribution to a Member in complete liquidation of such Member’s Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among to the Members in a manner consistent accordance with their interests in the manner Company in which each of their respective Capital Accounts are required the event Treas. Reg. §§ 1.704-1(b)(2)(iv)(m)(2) applies, or to be adjusted pursuant the Members to whom such section of distribution was made in the Treasury Regulationsevent Treas. Reg. §§ 1.704-1(b)(2)(iv)(m)(4) applies. (vivii) Member Nonrecourse Deductions for any Fiscal Year or other period attributable to a Member Nonrecourse Debt shall be specially allocated to the Member (or Members) that bear the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. § 1.704-2(i). (viii) The allocations set forth in Sections 15.1(b)(i), (ii), (iii), (iv), (v), (vi) and (vii) and Section 6.04(a)(i)-(v15.1(c) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss loss, or deductiondeduction pursuant to this Section 15.1(b)(viii). Therefore, notwithstanding any other provision of this Agreement Section 15 (other than the Regulatory Allocations), the Managing Member Board of Managers shall make such offsetting special allocations of the Company income, gain, loss loss, or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this the Agreement and all Company items were allocated pursuant to Section 6.03. In exercising discretion with respect to such offsetting special allocations, the Managing Member shall take into account future Regulatory Allocations under Section 6.04(a) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(a)(iii) or 6.04(a)(iv15.1(a).

Regulatory Allocations. Notwithstanding anything that may be to the contrary in this Agreement, the The following allocations shall be made prior to any other allocations under this Agreement and in the following order of priorityorder: (i) Minimum gain shall be allocated as follows: (A) Except as otherwise provided in Treas. Reg. § 1.704-2(f), if there is a net decrease in Company Minimum Gain during any Fiscal Year or period, each Member shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain to the extent required by Treas. Reg. § 1.704-2(f). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(f) and (i). This provision is intended to comply with the minimum gain chargeback requirements of Treas. Reg. § 1.704-2(f) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(A) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (B) Except as otherwise provided in Treas. Reg. § 1.704-2(i)(4), if there is a net decrease in the Member Nonrecourse Debt Minimum Gain during any Fiscal Year or period, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, determined in accordance with Treas. Reg. § 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to that Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain to the extent and in the manner required by Treas. Reg. § 1.704-2(i). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(i)(4) and (j)(2). This provision is intended to comply with the minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in Treas. Reg. § 1.704-2(i)(4) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(B) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (ii) If a Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §§ 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that would not prevent such Member from having, or would cause such Member to have, an Adjusted Capital Account Deficit, then items of Company income (including gross income) and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, as quickly as possible, such Adjusted Capital Account Deficit. This Section 6.04(a)(ii) is intended to constitute a “qualified income offset” under Treas. Reg. § 1.704-l(b)(2)(ii)(d) and shall be interpreted and applied consistently therewith. (iiia) Nonrecourse Deductions, if any, for any Fiscal Year or period Deductions shall be allocated to the Members in accordance with their respective Percentage Interests. (ivb) Member Nonrecourse Deductions, if any, for any Fiscal Year or period with respect Deductions attributable to a Member Nonrecourse Debt shall be specially allocated to the Member that bears Members bearing the economic risk Economic Risk of loss Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 6.4(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 hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.4(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined under Treas. Reg. §§ pursuant to Treasury Regulation Section 1.704-2(b)(42(g)(2)). This Section 6.4(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and 1.704-2(i)(1))shall be interpreted consistently therewith. (vd) Notwithstanding any provision hereof to the contrary except Section 6.4(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.4(d), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.4(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 6.4(c) and Section 6.4(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(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 Fiscal Year or other period) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 6.4(e) 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. (f) In the event that any Member has a negative Adjusted Capital Account at the end of any Fiscal Year, such Member shall be allocated items of Company income and gain LIMITED LIABILITY COMPANY AGREEMENT BENTHE SHIPCO LLC in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.4(f) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 6.4(f) have been tentatively made as if Section 6.4(e) and this Section 6.4(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any asset of the Company properties pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, required pursuant to Treas. Reg. § Treasury Regulation Section 1.704-1(b)(2)(iv)(m), 1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital AccountsAccounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among to the Members in a manner consistent accordance with the manner in which each of their respective Capital Accounts are required to be adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such section of the Treasury Regulations. (vi) The allocations set forth in Section 6.04(a)(i)-(v) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members thatapplies, or to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction. Therefore, notwithstanding any other provision of this Agreement (other than the Regulatory Allocations), the Managing Member shall make to whom such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had distribution was made if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Treasury Regulation Section 6.03. In exercising discretion with respect to such offsetting special allocations, the Managing Member shall take into account future Regulatory Allocations under Section 6.04(a1.704-1(b)(2)(iv)(m)(4) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(a)(iii) or 6.04(a)(iv)applies.

Regulatory Allocations. Notwithstanding anything that may be to the contrary in this Agreement, the The following allocations shall be made prior to any other allocations under this Agreement and in the following order of priorityorder: (i) Minimum gain shall be allocated as follows: (A) Except as otherwise provided in Treas. Reg. § 1.704-2(f), if there is a net decrease in Company Minimum Gain during any Fiscal Year or period, each Member shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain to the extent required by Treas. Reg. § 1.704-2(f). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(f) and (i). This provision is intended to comply with the minimum gain chargeback requirements of Treas. Reg. § 1.704-2(f) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(A) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (B) Except as otherwise provided in Treas. Reg. § 1.704-2(i)(4), if there is a net decrease in the Member Nonrecourse Debt Minimum Gain during any Fiscal Year or period, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, determined in accordance with Treas. Reg. § 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to that Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain to the extent and in the manner required by Treas. Reg. § 1.704-2(i). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(i)(4) and (j)(2). This provision is intended to comply with the minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in Treas. Reg. § 1.704-2(i)(4) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(B) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (ii) If a Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §§ 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that would not prevent such Member from having, or would cause such Member to have, an Adjusted Capital Account Deficit, then items of Company income (including gross income) and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, as quickly as possible, such Adjusted Capital Account Deficit. This Section 6.04(a)(ii) is intended to constitute a “qualified income offset” under Treas. Reg. § 1.704-l(b)(2)(ii)(d) and shall be interpreted and applied consistently therewith. (iiia) Nonrecourse Deductions, if any, for any Fiscal Year or period Deductions shall be allocated to the Members in accordance with their respective Percentage Interests. (ivb) Member Nonrecourse Deductions, if any, for any Fiscal Year or period with respect Deductions attributable to a Member Nonrecourse Debt shall be specially allocated to the Member that bears Members bearing the economic risk Economic Risk of loss Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 6.4(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 hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.4(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined under Treas. Reg. §§ pursuant to Treasury Regulation Section 1.704-2(b)(42(g)(2)). This Section 6.4(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and 1.704-2(i)(1))shall be interpreted consistently therewith. (vd) Notwithstanding any provision hereof to the contrary except Section 6.4(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.4(d), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.4(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 6.4(c) and Section 6.4(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(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 Fiscal Year or other period) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 6.4(e) 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. (f) In the event that any Member has a negative Adjusted Capital Account at the end of any Fiscal Year, such Member shall be allocated items of Company income and gain LIMITED LIABILITY COMPANY AGREEMENT IRON ▇▇▇▇ ▇▇▇▇▇▇ LLC in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.4(f) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 6.4(f) have been tentatively made as if Section 6.4(e) and this Section 6.4(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any asset of the Company properties pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, required pursuant to Treas. Reg. § Treasury Regulation Section 1.704-1(b)(2)(iv)(m), 1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital AccountsAccounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among to the Members in a manner consistent accordance with the manner in which each of their respective Capital Accounts are required to be adjusted pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such section of the Treasury Regulations. (vi) The allocations set forth in Section 6.04(a)(i)-(v) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members thatapplies, or to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction. Therefore, notwithstanding any other provision of this Agreement (other than the Regulatory Allocations), the Managing Member shall make to whom such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had distribution was made if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Treasury Regulation Section 6.03. In exercising discretion with respect to such offsetting special allocations, the Managing Member shall take into account future Regulatory Allocations under Section 6.04(a1.704-1(b)(2)(iv)(m)(4) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(a)(iii) or 6.04(a)(iv)applies.

Regulatory Allocations. (a) Notwithstanding anything that may be to the contrary in any other provision of this Agreement, the following allocations shall be made prior to any other allocations under this Agreement and in the following order of priority: (i) Minimum gain shall be allocated as follows: (A) Except as otherwise provided in Treas. Reg. § 1.704-2(f), if there is a net decrease in Company Minimum Gain during any Fiscal Year or periodyear, each Member shall be specially allocated items of Company income and gain for such Fiscal Year or period year (and, if necessary, subsequent Fiscal Years or periodsyears) in an amount equal to the portion of such Member’s 's share of the net decrease in Company Minimum Gain to the extent required by Treas. Reg. § 1.704-2(f). The items to be so allocated shall be Gain, determined in accordance with Treasss. Reg. §§ 1.704-2(f2(g) and (i). This provision is intended to comply with of the minimum gain chargeback requirements of Treas. Reg. § 1.704-2(f) and shall be interpreted and applied consistently therewithTreasury Regulations. Allocations pursuant to this Section 6.04(a)(i)(A) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (B) Except as otherwise provided in Treas. Reg. § 1.704-2(i)(4), if there is a net decrease in the Member Nonrecourse Debt Minimum Gain during any Fiscal Year or period, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, determined in accordance with Treas. Reg. § 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to that Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain to the extent and in the manner required by Treas. Reg. § 1.704-2(i)thereto. The items to be so allocated shall be determined in accordance with Treasss. Reg. §§ 1.704-2(i)(42(f)(6) and (j)(2)of the Treasury Regulations. This provision Section 12.6(a) is intended to comply with the minimum gain chargeback requirement with respect in ss. 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith. (b) Notwithstanding any other provisions of this Agreement except Section 6.12(a), if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt contained during any year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in Treasaccordance with ss. Reg1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Member's share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with ss. § 1.704-2(i)(4) and shall be interpreted and applied consistently therewithof the Treasury Regulations. Allocations pursuant to this Section 6.04(a)(i)(B) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (ii) If a Member unexpectedly receives any adjustments, allocations or distributions described in Treasthereto. Reg. §§ 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that would not prevent such Member from having, or would cause such Member The items to have, an Adjusted Capital Account Deficit, then items of Company income (including gross income) and gain be so allocated shall be specially allocated to such Member determined in an amount and manner sufficient to eliminate, as quickly as possible, such Adjusted Capital Account Deficitaccordance with ss.1.704-2(i)(4) of the Treasury Regulations. This Section 6.04(a)(ii6.12(b) is intended to constitute a “qualified income offset” under Treas. Reg. § 1.704comply with the minimum gain chargeback requirement in ss.1.704-l(b)(2)(ii)(d2(i) of the Treasury Regulations and shall be interpreted and applied consistently therewith. (iiic) Nonrecourse Deductions, if any, Deductions for any Fiscal Year or period year shall be allocated to the Members in accordance with their respective Percentage Interestsas Net Loss. (ivd) Any Member Nonrecourse Deductions, if any, Deductions for any Fiscal Year or period with respect to a Member Nonrecourse Debt year shall be specially allocated to the Member that who bears the economic risk of loss for with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Debt (as determined under TreasDeductions are attributable in accordance with ss. Reg. §§ 1.704-2(b)(4) and 1.704-2(i)(1)). (v) To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among the Members in a manner consistent with the manner in which each of their respective Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations. (vie) Notwithstanding any other provision of this Agreement, no Member shall be allocated in any fiscal year of the Company any Net Loss to the extent such allocation would cause or increase a deficit balance in such Member's Adjusted Capital Account, taking into account all other allocations to be made for such year pursuant to this Agreement and the reasonably expected adjustments, allocations and distributions described in ss. 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. Any such Net Loss that would be allocated to a Member (the "DEFICIT MEMBER") shall instead be allocated to the other Members. Moreover, if a Deficit Member unexpectedly receives an adjustment, allocation or distribution described in ss. 1.704-1(b)(2)(ii)(d) of the Treasury Regulations which creates or increases a deficit balance in such Member's Adjusted Capital Account (computed after all other allocations to be made for such year pursuant to this Agreement have been tentatively made as if this Section 6.12(e) were not in this Agreement), such Deficit Member shall be allocated items of income and gain in an amount equal to such deficit balance. This Section 6.12(e) is intended to comply with the qualified income offset requirement of ss. 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. (f) The allocations set forth in Section 6.04(a)(i)-(vSections 6.12(a) through 6.12(e) (the “Regulatory Allocations”"REGULATORY ALLOCATIONS") are intended to comply with certain requirements shall be taken into account in allocating items of the Treasury Regulations. It is the intent of income, gain, loss and deduction among the Members so that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special the net amount of such allocations of other items of Company income, gain, loss or deduction. Therefore, notwithstanding any other provision of this Agreement (other than and the Regulatory Allocations), the Managing Allocations to each Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, be equal to the Capital Account balance net amount that would have been allocated to each such Member would have had if the Regulatory Allocations were had not part of this Agreement and all Company items were allocated pursuant to Section 6.03. In exercising discretion with respect to such offsetting special allocations, the Managing Member shall take into account future Regulatory Allocations under Section 6.04(a) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(a)(iii) or 6.04(a)(iv)occurred.

Regulatory Allocations. Notwithstanding anything that may be to the contrary in this Agreementforegoing, the following special allocations shall be made prior to any for each Fiscal Year or other allocations under this Agreement and period in the following order of priority: (i) Minimum gain shall be allocated as follows: (A) Except as otherwise provided in Treas. Reg. § 1.704-2(f), if If there is a net decrease in Company Minimum Gain during any Fiscal Year or perioda Company taxable year, then each Member shall be specially allocated items of Company income and gain for such Fiscal Year or period taxable year (and, if necessary, for subsequent Fiscal Years or periodsyears) in an amount equal to such Member’s 's share of the net decrease in Company Minimum Gain to the extent required by Treas. Reg. § 1.704-2(f). The items to be so allocated shall be Gain, determined in accordance with Treas. Reg. §§ section 1.704-2(f2(g)(2) and (i)of the Income Tax Regulations. This provision subsection (b)(i) is intended to comply with the minimum gain chargeback requirements requirement of Treas. Reg. § section 1.704-2(f) of the Income Tax Regulations and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(A) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (Bii) Except as otherwise provided in Treas. Reg. § 1.704-2(i)(4), if If there is a net decrease in the Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year or periodCompany taxable year, each Member who has a share of the Member Nonrecourse Debt Minimum GainGain attributable to such Member Nonrecourse Debt, determined in accordance with Treas. Reg. § section 1.704-2(i)(5)) of the Income Tax Regulations, shall be specially allocated items of Company income and gain for such Fiscal Year or period taxable year (and, if necessary, subsequent Fiscal Years or periodsyears) in an the amount equal to that such Member’s 's share of the net decrease in the Member Nonrecourse Debt Minimum Gain attributable to the extent and in the manner required by Treas. Reg. § 1.704-2(i). The items to be so allocated shall be such Member Nonrecourse Debt, determined in accordance a manner consistent with Treas. Reg. §§ the provisions of section 1.704-2(i)(4) and (j)(2)of the Income Tax Regulations. This provision subsection (b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in Treas. Reg. § of section 1.704-2(i)(4) of the Income Tax Regulations and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(B) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (iiiii) If a any Member unexpectedly receives any adjustments(or Members unexpectedly receive) an adjustment, allocations allocation or distributions described in Treas. Reg. §§ distribution of the type contemplated by section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that would not prevent of the Income Tax Regulations, items of income and gain shall be allocated to such Member from having(or if more than one Member receives such an adjustment, allocation or would cause distribution, items of income and gain shall be allocated to such Members in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount (or amounts) and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member (or deficits of such Members) as quickly as possible. It is intended that this subsection (b)(iii) qualify and be construed as a "qualified income offset" within the meaning of section 1.704-1(b)(2)(ii)(d) of the Income Tax Regulations. (iv) If the allocation of Net Loss to havea Member as provided in Section 9.1(a) would create or increase an Adjusted Capital Account Deficit and one or more other Members would have a positive Capital Account balance, there shall be allocated to such Member only that amount of Net Loss as will not create or increase an Adjusted Capital Account Deficit. The Net Loss that would, then items absent the application of Company income (including gross income) and gain shall the preceding sentence, otherwise be specially allocated to such Member in an amount and manner sufficient shall, subject to eliminate, as quickly as possible, such the Adjusted Capital Account DeficitDeficit limitations of such sentence, be allocated to those Members having positive Capital Account balances up to the amount of such positive Capital Account balances in the ratios that each such Member's positive Capital Account Balance bears to the sum of such positive Capital Account balances. This Section 6.04(a)(ii) is intended To the extent that allocations of Net Losses have been made pursuant to constitute a “qualified income offset” under Treas. Reg. § 1.704-l(b)(2)(ii)(d) and this subsection (b)(iv), future allocations of Net Profits, notwithstanding anything to the contrary in this Agreement, shall be interpreted and applied consistently therewithmade first to restore such Net Losses. (iiiv) Member Nonrecourse Deductions, if any, Deductions for any Fiscal Year or other period shall be allocated to the Members in accordance with their respective Percentage Interests. (iv) Member Nonrecourse Deductions, if any, for any Fiscal Year or period with respect to a Member Nonrecourse Debt shall be specially allocated each year to the Member that bears the economic risk of loss (within the meaning of section 1.752-2 of the Income Tax Regulations) for the Member Nonrecourse Debt to which such Member Nonrecourse Debt (as determined under Treas. Reg. §§ 1.704-2(b)(4) and 1.704-2(i)(1))Deductions are attributable. (vvi) Nonrecourse Deductions for any Fiscal Year or other period shall be allocated to the Members in proportion to their respective Percentage Interests. (vii) To the extent an adjustment to the adjusted tax basis of any asset of the Company asset, pursuant to Code Section 734(b) of the or Code or Section 743(b) of the Code is required, pursuant to Treas. Reg. § section 1.704-1(b)(2)(iv)(m)1(B)(2)(IV)(M)(2) or 1.704-1(b)(2)(iv)(M)(4) of the Income Tax Regulations, to be taken into account in determining Capital AccountsAccounts as the result of a distribution to a Member in compete liquidation of such Member's interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among to the Members in a manner consistent accordance with their interests in the manner Company in which each of their respective Capital Accounts are required to be adjusted pursuant to such the event section 1.704-1(b)(2)(iv)(M)(2) of the Treasury Regulations.Income Tax Regulations applies, or to the Member to whom such distribution was made in the event section 1.704-1(b)(2)(iv)(M)(4) of the Income Tax Regulations applies (viviii) The allocations set forth in Section 6.04(a)(i)-(vsubsections (b)(i) through (b)(vii) (the “Regulatory Allocations”"REGULATORY ALLOCATIONS") are intended to comply with certain requirements of sections 1.704-1(b), 1.704-2(f) and 1.704-2(i) of the Treasury Income Tax Regulations. It is Notwithstanding the intent provisions of Section 9.1(a), the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among the Members so that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special the net amount of such allocations of other items of Company income, gain, loss or deduction. Therefore, notwithstanding any other provision of this Agreement (other than and the Regulatory Allocations), the Managing Allocations to each Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, be equal to the Capital Account balance such Member net amount that would have had been allocated to each Member if the Regulatory Allocations were had not part of this Agreement and all Company items were allocated pursuant to Section 6.03. In exercising discretion with respect to such offsetting special allocations, the Managing Member shall take into account future Regulatory Allocations under Section 6.04(a) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(a)(iii) or 6.04(a)(iv)occurred.

Regulatory Allocations. (a) Notwithstanding anything that may be to the contrary in this Agreement, the following allocations shall be made prior to any other allocations under provision of this Agreement and in the following order of priority: (i) Minimum gain shall be allocated as follows: (A) Except as otherwise provided in Treas. Reg. § 1.704-2(f)Article IV, if there is a net decrease in Company Minimum Gain during any Fiscal Year or periodyear, each Member shall be specially allocated items of Company income and gain for such Fiscal Year or period year (and, if necessary, subsequent Fiscal Years or periodsyears) in an amount equal to the portion of such Member’s 's share of the net decrease in Company Minimum Gain to the extent required by Treas. Reg. § 1.704-2(f). The items to be so allocated shall be Gain, determined in accordance with Treas. Reg. §§ Section 1.704-2(f2(g) and (i). This provision is intended to comply with of the minimum gain chargeback requirements of Treas. Reg. § 1.704-2(f) and shall be interpreted and applied consistently therewithTreasury Regulations. Allocations pursuant to this Section 6.04(a)(i)(A) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (B) Except as otherwise provided in Treas. Reg. § 1.704-2(i)(4), if there is a net decrease in the Member Nonrecourse Debt Minimum Gain during any Fiscal Year or period, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, determined in accordance with Treas. Reg. § 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to that Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain to the extent and in the manner required by Treas. Reg. § 1.704-2(i)thereto. The items to be so allocated shall be determined in accordance with Treas. Reg. §§ Section 1.704-2(i)(42(f)(6) and (j)(2)of the Treasury Regulations. This provision Section 4.5(a) is intended to comply with the minimum gain chargeback requirement with respect in Section 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith. (b) Notwithstanding any other provisions of this Article IV except Section 4.5(a), if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt contained during any year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in Treas. Reg. § accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Member's share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(4) and shall be interpreted and applied consistently therewithof the Treasury Regulations. Allocations pursuant to this Section 6.04(a)(i)(B) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant heretothereto. The items to be so allocated shall be determined in accordance with Section 1.704-2(i)(4) of the Treasury Regulations. This Section 4.5(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i) of the Treasury Regulations and shall be interpreted consistently therewith. (iic) If a Nonrecourse Deductions for any year shall be allocated to LVSI. (d) Any Member unexpectedly receives Nonrecourse Deductions for any adjustments, allocations or distributions described year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in Treas. Reg. §§ accordance with Section 1.704-1(b)(2)(ii)(d)(4)2(i)(1) of the Treasury Regulations. (e) Notwithstanding any other provision of this Article IV, (5) or (6) that no Member shall be allocated in any fiscal year of the Company any Net Loss to the extent such allocation would not prevent increase a deficit balance in such Member from having, or would cause such Member Member's Adjusted Capital Account to have, an amount greater than its Adjusted Capital Account Deficit, then taking into account all other allocations to be made for such year pursuant to this Article IV and the reasonably expected adjustments, allocations and distributions described in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. Any such Net Loss that would be allocated to a Member (the "DEFICIT MEMBER") shall instead be allocated to the other Members. Moreover, if a Deficit Member unexpectedly receives an adjustment, allocation or distribution described in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations which creates or increases an Adjusted Capital Account Deficit (computed after all other allocations to be made for such year pursuant to this Article IV have been tentatively made as if this Section 4.5(e) were not in this Agreement), such Deficit Member shall be allocated items of Company income (including 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, such Adjusted Capital Account Deficit. This Section 6.04(a)(ii4.5(e) is intended to constitute a “comply with the qualified income offset” under Treas. Reg. § offset requirement of Section 1.704-l(b)(2)(ii)(d1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted and applied consistently therewith. (iii) Nonrecourse Deductions, if any, for any Fiscal Year or period shall be allocated to the Members in accordance with their respective Percentage Interests. (iv) Member Nonrecourse Deductions, if any, for any Fiscal Year or period with respect to a Member Nonrecourse Debt shall be specially allocated to the Member that bears the economic risk of loss for such Member Nonrecourse Debt (as determined under Treas. Reg. §§ 1.704-2(b)(4) and 1.704-2(i)(1)). (v) To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among the Members in a manner consistent with the manner in which each of their respective Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations. (vif) The allocations set forth in Section 6.04(a)(i)-(vSections 4.5(a) through 4.5(e) (the “Regulatory Allocations”"REGULATORY ALLOCATIONS") are intended to comply with certain requirements shall be taken into account in allocating items of the Treasury Regulations. It is the intent of income, gain, loss and deduction among the Members so that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special the net amount of such allocations of other items of Company income, gain, loss or deduction. Therefore, notwithstanding any other provision of this Agreement (other than and the Regulatory Allocations), the Managing Allocations to each Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, be equal to the Capital Account balance net amount that would have been allocated to each such Member would have had if the Regulatory Allocations were had not part occurred. (g) For purposes of this Agreement and all Company items were allocated pursuant to Section 6.03. In exercising discretion with respect to such offsetting special allocations, the Managing Member shall take into account future Regulatory Allocations under Section 6.04(a) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(a)(iii) or 6.04(a)(iv1.752-3(a).

Regulatory Allocations. Notwithstanding anything The Members acknowledge and agree that may be it is their intent that the Fund allocate all items of Profits, Losses, income, gain, loss and deduction to the contrary Members in accordance with Section 5.1 to the extent such allocations are consistent with the provisions of Code section 704(b). The Members acknowledge that the Fund intends to determine and allocate each Member’s distributive interest of income, gain, loss, deduction, or credit (or item thereof) consistently with the provisions of Code section 704(b). Accordingly, prior to making any allocation pursuant to Section 5.1 or Section 5.3, the Fund shall make the allocations set forth in this Agreement, the following allocations shall be made prior to any other allocations under this Agreement and Section 5.2 in the following order of and priority: (ia) Minimum gain shall be allocated as follows: (A) Gain Chargeback. Except as otherwise provided in Treas. Reg. § Section 1.704-2(f)) of the Regulations, notwithstanding any other provision of this Section 5, if there is a net decrease in Company Fund Minimum Gain during any Fiscal Year or periodAllocation Period, each Member shall be specially allocated items of Company Fund income and gain for such Fiscal Year or period Allocation Period (and, if necessary, subsequent Fiscal Years or periodsAllocation Periods) in an amount equal to such Member’s share of the net decrease in Company Fund Minimum Gain to the extent required by Treas. Reg. § 1.704-2(f). The items to be so allocated shall be Gain, determined in accordance with TreasRegulations Section 1. Reg. §§ 1.704704-2(f) and (i2(g). This provision is intended to comply with the minimum gain chargeback requirements of Treas. Reg. § 1.704-2(f) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(A) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant heretothereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations. This Section 5.2(a) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith. (Bb) Member Minimum Gain Chargeback. Except as otherwise provided in Treas. Reg. § Section 1.704-2(i)(4)) of the Regulations, notwithstanding any other provision of this Section 5, if there is a net decrease in the Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year or periodAllocation Period, each Member who has a share of the Member Nonrecourse Debt Minimum GainGain attributable to such Member Nonrecourse Debt, determined in accordance with Treas. Reg. § Section 1.704-2(i)(5)) of the Regulations, shall be specially allocated items of Company Fund income and gain for such Fiscal Year or period Allocation Period (and, if necessary, subsequent Fiscal Years or periodsAllocation Periods) in an amount equal to that such Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain to the extent and in the manner required by Treas. Reg. § 1.704-2(i). The items to be so allocated shall be Debt, determined in accordance with Treas. Reg. §§ Regulations Section 1.704-2(i)(42(i) and (j)(24). This provision is intended to comply with the minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in Treas. Reg. § 1.704-2(i)(4) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(B) the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (ii) If a Member unexpectedly receives any adjustments, allocations or distributions described thereto. The items to be so allocated shall be determined in Treas. Reg. §§ accordance with Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that would not prevent such Member from having, or would cause such Member to have, an Adjusted Capital Account Deficit, then items of Company income (including gross income2(i)(4) and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, as quickly as possible, such Adjusted Capital Account Deficit1.704-2(j)(2) of the Regulations. This Section 6.04(a)(ii5.2(b) is intended to constitute a “qualified income offset” under Treas. Reg. § comply with the minimum gain chargeback requirement in Section 1.704-l(b)(2)(ii)(d2(i)(4) of the Regulations and shall be interpreted and applied consistently therewith. (iii) Nonrecourse Deductions, if any, for any Fiscal Year or period shall be allocated to the Members in accordance with their respective Percentage Interests. (iv) Member Nonrecourse Deductions, if any, for any Fiscal Year or period with respect to a Member Nonrecourse Debt shall be specially allocated to the Member that bears the economic risk of loss for such Member Nonrecourse Debt (as determined under Treas. Reg. §§ 1.704-2(b)(4) and 1.704-2(i)(1)). (v) To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among the Members in a manner consistent with the manner in which each of their respective Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations. (vi) The allocations set forth in Section 6.04(a)(i)-(v) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction. Therefore, notwithstanding any other provision of this Agreement (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.03. In exercising discretion with respect to such offsetting special allocations, the Managing Member shall take into account future Regulatory Allocations under Section 6.04(a) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(a)(iii) or 6.04(a)(iv).

Regulatory Allocations. Notwithstanding anything that may be to the contrary in this Agreement, the The following special allocations shall be made prior to any other allocations under this Agreement and in the following order of and priority: (ia) Minimum In order to comply with the “minimum gain shall be allocated as follows: (A) Except as otherwise provided in chargeback” requirements of Treas. Reg. §§ 1.704-2(f2(f)(1) and 1.704-2(i)(4), if and notwithstanding any other provision of this Agreement to the contrary, in the event there is a net decrease in Company a Member’s share of Minimum Gain and/or Member Nonrecourse Debt Minimum Gain during any Fiscal Year or perioda Company taxable year, each such Member shall be specially allocated items of Company income and gain for such Fiscal Year or period that year (and, and if necessary, subsequent Fiscal Years or periodsother years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain to the extent as required by Treas. Reg. § 1.704-2(f). The items to be so allocated shall be determined and in accordance with Treas. Reg. §§ 1.704-2(f2(f)(1) and (i). This provision is intended to comply with the minimum gain chargeback requirements of Treas. Reg. § 1.704-2(f2(i)(4) and shall be interpreted and applied consistently therewithbefore any other allocation is made. Allocations It is the intent of the parties hereto that any allocation pursuant to this Section 6.04(a)(i)(A5.5(a) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (B) Except as otherwise provided in Treas. Reg. § 1.704-2(i)(4), if there is constitute a net decrease in the Member Nonrecourse Debt Minimum Gain during any Fiscal Year or period, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, determined in accordance with Treas. Reg. § 1.704-2(i)(5), shall be specially allocated items of Company income and “minimum gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to that Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain to the extent and in the manner required by Treas. Reg. § 1.704-2(i). The items to be so allocated shall be determined in accordance with chargeback” under Treas. Reg. §§ 1.704-2(i)(42(f) and (j)(2). This provision is intended to comply with the minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in Treas. Reg. § 1.704-2(i)(4) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(B) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto). (iib) If a In the event any Member unexpectedly receives any adjustments, allocations allocations, or distributions described in Treas. Reg. Treasury Regulations §§ 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that would not prevent such Member from having1.704-1(b)(2)(ii)(d)(5), or would cause such Member to have1.704-1(b)(2)(ii)(d)(6), an Adjusted Capital Account Deficit, then items of Company gross income (including 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 5.5(b) shall be made only if and to the extent that such Member would have an Adjusted Capital Account DeficitDeficit after making all other allocations provided for hereunder on the basis that the allocation provisions of this Section 5.5(b) are of no force or effect and such allocation does not create or increase an Adjusted Capital Account Deficit of any other Member. (c) Nonrecourse Deductions for any fiscal year or other period shall be specifically allocated to the Members pro rata according to their respective Membership Interests. This Section 6.04(a)(ii) is intended Any Member Nonrecourse Deductions for any fiscal year or other period shall be specifically allocated to constitute a “qualified income offset” under the Member who bears the economic risk of loss with respect to the Member Nonrecourse Deductions, attributed in accordance with Treas. Reg. § 1.704-l(b)(2)(ii)(d) and shall be interpreted and applied consistently therewith. (iii) Nonrecourse Deductions, if any, for any Fiscal Year or period shall be allocated to the Members in accordance with their respective Percentage Interests. (iv) Member Nonrecourse Deductions, if any, for any Fiscal Year or period with respect to a Member Nonrecourse Debt shall be specially allocated to the Member that bears the economic risk of loss for such Member Nonrecourse Debt (as determined under Treas. Reg. §§ 1.704-2(b)(4) and 1.704-2(i)(1)2(i). (vd) To the extent an adjustment to the adjusted tax basis of any Company asset of the Company pursuant to Section Code § 734(b) of the or Code or Section § 743(b) of the Code is required, pursuant to Treas. Reg. Treasury Regulations § 1.704-1(b)(2)(iv)(m1 (b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among to the Members in a manner consistent with the manner in which each of their respective Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations. (vi) The allocations set forth in Section 6.04(a)(i)-(v) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction. Therefore, notwithstanding any other provision of this Agreement (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.03. In exercising discretion with respect to such offsetting special allocations, the Managing Member shall take into account future Regulatory Allocations under Section 6.04(a) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(a)(iii) or 6.04(a)(ivRegulations § 1.704-1(b)(2)(iv)(m).

Regulatory Allocations. Notwithstanding anything that may be to the contrary in this Agreement, the The following special allocations shall be made prior to any other allocations under this Agreement and in the following order of priorityorder: (i) Minimum gain shall be allocated as follows: (A) Except as otherwise provided in Treas. Reg. § 1.704-2(f), notwithstanding any other provision of this Section 15.1(b), if there is a net decrease in Company Minimum Gain during for any Fiscal Year or periodYear, each Member shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, and if necessary, subsequent necessary for succeeding Fiscal Years or periodsYears) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain to the extent required by Treas. Reg. § 1.704-2(f). The items to be so allocated shall be Gain, determined in accordance with Treas. Reg. §§ 1.704-2(f) and (i2(g). This provision is intended to comply with the minimum gain chargeback requirements of Treas. Reg. § 1.704-2(f) and shall be interpreted and applied consistently therewith. Allocations made pursuant to this Section 6.04(a)(i)(A) the preceding sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant heretothereto. The items of Company income and gain to be allocated pursuant to this Section 15.1(b)(i) shall be determined in accordance with Treas. Reg. § 1.704-2(f)(6) and Treas. Reg. § 1.704-2(j)(2). The amount of Company Minimum Gain shall be determined in accordance with Treas. Reg. § 1.704-2(d). This Section 15.1(b)(i) is intended to comply with the minimum gain chargeback requirement in Treas. Reg. § 1.704-2(f) and shall be interpreted consistently therewith. (Bii) Except as otherwise provided in Treas. Reg. § 1.704-2(i)(4), notwithstanding any other provision of this Section 15.1(b) except Section 15.1(b)(i), if during any Fiscal Year there is a net decrease in the Member Nonrecourse Debt Minimum Gain during any Fiscal Year or period, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, each Member that has a share of that Member Nonrecourse Debt Minimum Gain (determined in accordance with Treas. Reg. § 1.704-2(i)(5), ) shall be specially allocated items of Company income and gain for such the Fiscal Year or period (and, if necessary, subsequent for succeeding Fiscal Years or periodsYears) in an amount equal to that Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain to the extent and in the manner required by Treas. Reg. § 1.704-2(i). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(i)(4) and (j)(2). This provision is intended to comply with the minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in Treas. Reg. § 1.704-2(i)(4) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 6.04(a)(i)(B) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto. (ii) If a Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §§ 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that would not prevent such Member from having, or would cause such Member to have, an Adjusted Capital Account Deficit, then items of Company income (including gross income) and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, as quickly as possible, such Adjusted Capital Account Deficit. This Section 6.04(a)(ii) is intended to constitute a “qualified income offset” under Treas. Reg. § 1.704-l(b)(2)(ii)(d) and shall be interpreted and applied consistently therewith. (iii) Nonrecourse Deductions, if any, for any Fiscal Year or period shall be allocated to the Members in accordance with their respective Percentage Interests. (iv) Member Nonrecourse Deductions, if any, for any Fiscal Year or period with respect to a Member Nonrecourse Debt shall be specially allocated to the Member that bears the economic risk of loss for such Member Nonrecourse Debt (as determined under Treas. Reg. §§ 1.704-2(b)(4) and 1.704-2(i)(1)). (v) To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among the Members in a manner consistent with the manner in which each of their respective Capital Accounts are required to be adjusted pursuant to such section of the Treasury Regulations. (vi) The allocations set forth in Section 6.04(a)(i)-(v) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction. Therefore, notwithstanding any other provision of this Agreement (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.03. In exercising discretion with respect to such offsetting special allocations, the Managing Member shall take into account future Regulatory Allocations under Section 6.04(a) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(a)(iii) or 6.04(a)(iv).’s