Common use of Regulatory Allocations Clause in Contracts

Regulatory Allocations. The following allocations shall be made in the following order: (a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(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 5.04(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 pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. The For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following orderorder of priority: (a) Nonrecourse Deductions Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions Percentage Interests; provided, however, that nonrecourse deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt "partner nonrecourse debt" (as determined under defined in 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 to the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 5.04(b) is intended to comply accordance with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith2(i)(1). (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 Items of income and or gain during prior years to allocate among (computed with the Members under this Section 5.04(cadjustments contained in paragraphs (i), items (ii), (iii), (iv), (v) and (vi) of income the definition of "Net Profits" and gain "Net Losses") for any taxable period shall be allocated to each the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in an amount equal to such Member’s share 's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the net decrease in such Minimum Gain (as determined Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f1(b)(2)(ii)(c) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof the amount the Member is deemed obligated to restore to the contrary except Section 5.04(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 5.04(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 Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-2(i)(4)). This Section 5.04(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(41(b)(2)(ii)(d)(4)(5) and shall be interpreted consistently therewith(6). (e) Notwithstanding any provision hereof to the contrary except Sections 5.04(c) and Except as otherwise provided herein or as required by Code Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain)704, a Member who unexpectedly receives an adjustmentfor tax purposes, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated all items of income and gain (consisting of a pro rata portion of each item of income, including gross incomegain, and gain for the Fiscal Year) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 Yearloss, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) deduction or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss credit shall be allocated to the Members in accordance with Treasury Regulation the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 1.704-1(b)(2)(iv)(m)(2704(c) if such Section applies, or to using any permitted method as selected by the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesBoard of Managers in their sole discretion.

Regulatory Allocations. The following special allocations shall be made in the following order: (ai) Nonrecourse Deductions Notwithstanding any other provision of Article VI, if there is a net decrease in “partnership minimum gain” or “partner nonrecourse debt minimum gain” (as defined in applicable Regulations under Code Section 704 for any Fiscal Year, then items of Company income and gain for such year (and, if necessary, subsequent years) shall be specially allocated to among the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk requirements of 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 LossRegulations. This Section 5.04(b6.4(a)(i) is intended to comply with the provisions “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” requirements of Treasury Regulation Section 1.704-2(i) such Regulations and shall be interpreted consistently therewith. (cii) Notwithstanding If 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 5.04(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 pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustmentany adjustments, allocation allocations or distribution distributions described in Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated ), items of Company income and gain (consisting shall be specially allocated to such Member in accordance with the requirements of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(e) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d). This Section 6.4(a)(ii) is intended to comply with the “qualified income offset” provision of such Regulations and shall be interpreted consistently therewith. (fiii) In “Nonrecourse deductions” (within the event that any Member has a negative Adjusted Capital Account at meaning of Regulations under Section 704 of the end of any Fiscal Year, such Member Code) shall be allocated items in accordance with the Members’ Interest Percentages and “partner nonrecourse deductions” (within the meaning of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Regulations under Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis 704 of the assetCode) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members Member who bears the risk of loss for the member nonrecourse debt that gives rise to such deductions. (iv) If for any Fiscal Year the Company has a Net Loss and the allocation of such Net Loss would otherwise give rise to a negative Capital Account balance for any Member in accordance with Treasury Regulation excess of such Member’s share of “partnership minimum gain” (as defined in applicable regulations under Code Section 1.704-1(b)(2)(iv)(m)(2) if 704), then that portion of such Section appliesexcess, or to the Member extent otherwise allocable to whom any such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesMember, shall be allocated entirely to the Managing Member.

Regulatory Allocations. (a) The Members intend that the allocations pursuant to this Section 9.3 shall be equivalent to allocations that are or are deemed to be in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made in the following order: (a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt Section 9.2, as determined under Treasury Regulation applicable, notwithstanding this Section 1.704-2(b)(49.3(b). If more than one Member bears the Economic Risk Allocations of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable Profits following any allocations of Losses subject to such Member Nonrecourse Debt this Section 9.3(b) shall be allocated among the Members according in a manner so as to offset the allocations of Losses previously made to the ratio in which they bear the Economic Risk of Loss. This Members pursuant to this Section 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith9.3(b). (c) Notwithstanding A Member’s “Adjusted Capital Account” at any other provision hereof to time shall mean such Member’s Capital Account at such time increased by the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year sum of (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and a) the Company did not have sufficient amounts amount of income and gain during prior years to allocate among the Members under this Section 5.04(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 partnership minimum gain (as determined pursuant to Treasury defined in Regulation Section §1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f2(g)(l) and shall be interpreted consistently therewith. (d3)) Notwithstanding any provision hereof to and (b) the contrary except Section 5.04(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 amount of income and gain during prior years to allocate among the Members under this Section 5.04(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 5.04(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury (as defined in Regulation Section §1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain2(i)(5)), a Member who unexpectedly receives an adjustmentand decreased by reasonably expected adjustments, allocation or distribution allocations and distributions described in Treasury Regulation Section 1.704-§§ 1.704 1(b)(2)(ii)(d)(4), (5) or and (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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. The Notwithstanding the provisions of Section 5.01 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following orderorder of priority: (a) Nonrecourse Deductions Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (vi) and (vii) of the definition of “Net Profits and Net Losses”) for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the “minimum gain chargeback” provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All “nonrecourse deductions” (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any taxable period shall be allocated to the Members in proportion to their respective number of Common Shares (determined on an as-converted-to Common-Share basis); provided, however, that nonrecourse deductions attributable to “partner nonrecourse debt” (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith2(i)(1). (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 Items of income and or gain during prior years to allocate among (computed with the Members under this Section 5.04(cadjustments contained in paragraphs (i), items (ii), (iii), (vi) and (vii) of income the definition of “Net Profits and gain Net Losses”) for any taxable period shall be allocated to each the Members in the manner and to the extent required by the “qualified income offset” provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in an amount equal to such Member’s share Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the net decrease in such Minimum Gain (as determined Member’s Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f1(b)(2)(ii)(c) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof the amount the Member is deemed obligated to restore to the contrary except Section 5.04(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 5.04(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 Sections 1.704-2(i)(4)). This Section 5.04(d2(g)(1) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section and 1.704-2(i)(42(i)(5)) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to decreasing it by the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation or distribution described amounts specified in Treasury Regulation Section Sections 1.704-1(b)(2)(ii)(d)(4), (5) or and (6). (e) shall be allocated Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income and gain (consisting of a pro rata portion of each item of income, including gross incomegain, and gain for the Fiscal Year) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 Yearloss, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) deduction or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss credit shall be allocated to the Members in the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in any manner provided for under Code Section 704(c) and the Treasury Regulations issued thereunder as determined by the Board of Directors in its discretion. (f) The indebtedness of the Company shall be allocated among the Members under Code Section 752 as determined by the Board of Directors in accordance with Treasury Regulation Code Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies752.

Regulatory Allocations. The following allocations shall be made in the following order: (a) Nonrecourse Deductions Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Regulations Section 1.704-2(i)), if any, of the Company shall be allocated for each period to the Member that bears the economic risk of loss within the meaning of Regulations Section 1.704-2(i); and (ii) “nonrecourse deductions” (as defined in Regulations Section 1.704-2(b)) and “excess nonrecourse liabilities” (as defined in Regulations Section 1.752-3(a)), if any, of the Company shall be allocated to the Members in accordance with their respective Sharing Capital Percentages. (b) Member Nonrecourse Deductions attributable This Agreement shall be deemed to Member Nonrecourse Debt include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Members bearing the Economic Risk of 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 on a priority basis to the ratio extent and in which they bear the Economic Risk of Loss. This Section 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewithmanner required by such provisions. (c) Notwithstanding any other provision hereof To the extent that Net Losses otherwise allocable to a Member under Section 6.01 would cause such Member to have an Adjusted Capital Account Deficit as of the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year end of the taxable year to which such Net Losses relate (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and after taking into account the Company did not have sufficient amounts allocation of income and gain during prior years to allocate among the Members under this Section 5.04(c), all items of income and gain for such taxable period), such Net Losses shall not be allocated to such Member. In the event some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Net Losses pursuant to Section 6.01, the limitation set forth in this Section 6.02(c) shall be applied on a Member by Member basis and Net Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members in accordance with the positive balances in such other Members’ Capital Accounts so as to allocate the maximum permissible Net Losses to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation under Section 1.704-2(g)(2)). This Section 5.04(c1(b)(2)(ii)(d) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewithof the Regulations. (d) Notwithstanding If any provision hereof to the contrary except Section 5.04(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 5.04(d), items of income and gain shall be allocated to each Member in has 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 5.04(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 Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 Deficit at the end of any Fiscal Yeartaxable year, such Member shall be specially allocated items of Company income and gain in the amount of such deficit Adjusted Capital Account Deficit as quickly as possible; , provided that an allocation pursuant to this Section 5.04(f6.02(d) shall be made only if and to the extent that such Member would have a negative an Adjusted Capital Account Deficit after all other allocations provided for in this Section 5.04 Article 6 have been tentatively made as if Section 6.02(c) and this Section 5.04(f6.02(d) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. The following allocations shall be made in the following order: (a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4)Minimum Gain Chargeback. 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 5.04(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 contraryof this Agreement (except as provided in Section 7.4(b) below), if there is a net decrease in Minimum Gain for a Fiscal Year (or if there was a net decrease in Minimum Gain Partnership taxable year, each Partner shall be allocated, before any other allocation of Partnership items 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 5.04(c)such taxable year, items of income and gain shall be allocated for such year (and, if necessary, for subsequent years) in proportion to, and to each Member in an the extent of, the amount equal to of such Member’s Partner's share of the net decrease in such Minimum Gain during such year. The income allocated pursuant to this Section 7.4(a) in any taxable year shall consist first of gains recognized from the disposition of property subject to one or more nonrecourse liabilities of the Partnership, and any remainder shall consist of a pro rata portion of other items of income or gain of the Partnership. (as determined b) Exceptions to Section 7.4(a). The allocation otherwise required pursuant to Section 7.4(a) shall not apply to a Partner to the extent that: (a) such Partner's share of the net decrease in Minimum Gain is caused by a guarantee, refinancing or other change in the instrument evidencing a nonrecourse debt of the Partnership which causes such debt to become a partially or wholly recourse debt or a Partner Nonrecourse Debt, and such Partner bears the economic risk of loss (within the meaning of Treasury Regulation Section 1.752-2) for such changed debt; (b) such Partner's share of the net decrease in Minimum Gain results from the repayment of a nonrecourse liability of the Partnership, which repayment is made using funds contributed by such Partner to the capital of the Partnership; (iii) the IRS, pursuant to Treasury Regulation Section 1.704-2(g)(22(f)(4), waives the requirement of such allocation in response to a request for such waiver made by the General Partner on behalf of the Partnership (which request the General Partner may or may not make, in its sole discretion, if it determines that the Partnership would be eligible therefor). This Section 5.04(c; or (iv) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof additional exceptions to the contrary except Section 5.04(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 requirement of such allocation are established by revenue rulings issued by the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(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 IRS pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 5.04(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 Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain2(f)(5), a Member who unexpectedly receives an adjustmentwhich exceptions apply to such Partner, allocation or distribution described as determined by the General Partner 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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 therewithits sole discretion. (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 in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. The Notwithstanding the provisions of Section 6.01 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following orderorder of priority: (a) Nonrecourse Deductions Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (vi) and (vii) of the definition of “Net Profits and Net Losses”) for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the “minimum gain chargeback” provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All “nonrecourse deductions” (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any taxable period shall be allocated to the Members in the same manner as Net Profits and Net Losses for such period; provided, however, that nonrecourse deductions attributable to “partner nonrecourse debt” (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith2(i)(1). (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 Items of income and or gain during prior years to allocate among (computed with the Members under this Section 5.04(cadjustments contained in paragraphs (i), items (ii), (iii), (vi) and (vii) of income the definition of “Net Profits and gain Net Losses”) for any taxable period shall be allocated to each the Members in the manner and to the extent required by the “qualified income offset” provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in an amount equal to such Member’s share Capital Account. Any Net Losses not allocated to a Member pursuant to this subsection (d) shall be allocated to the Members with positive Capital Account balances in proportion to their positive balances. For purposes of this Section 6.02(d) only, Capital Accounts shall be determined by increasing the net decrease in such Minimum Gain (as determined Member’s Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f1(b)(2)(ii)(c) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof the amount the Member is deemed obligated to restore to the contrary except Section 5.04(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 5.04(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 Sections 1.704-2(i)(4)). This Section 5.04(d2(g)(1) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section and 1.704-2(i)(42(i)(5)) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to decreasing it by the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation or distribution described amounts specified in Treasury Regulation Section Sections 1.704-1(b)(2)(ii)(d)(4), (5) or and (6). (e) shall be allocated In the event that items of income and gain (consisting of a pro rata portion of each item of income, including gross gain, loss or deduction are allocated to one or more Members pursuant to any of subsections (a) through (d) above (the “Original Allocation”), subsequent items of income, and gain for gain, loss or deduction will first be allocated (subject to the Fiscal Yearprovisions of subsections (a) through (d)) to the Members in an amount and a manner sufficient designed to eliminate any deficit balance result in such Member’s Adjusted each Member having a Capital Account as quickly as possible. This Section 5.04(e) is intended balance equal to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and what it would have been had the Original Allocation not occurred; provided, however, that no such allocation shall be interpreted consistently therewithmade pursuant to this subsection (e) if (i) the Original Allocation had the effect of offsetting a prior Original Allocation or (ii) the Original Allocation likely (in the opinion of the Company’s accountants) will be offset by another Original Allocation in the future (e.g., an Original Allocation of “nonrecourse deductions” under subsection (b) that likely will be offset by a subsequent “minimum gain chargeback” under subsection (a)). (f) In the event that any a Member’s interest is subject to vesting conditions, the Member shall only be allocated Net Profits and Net Losses pursuant to this Agreement if a valid Code Section 83(b) election has been made with respect to such interest. In the event a negative Adjusted Capital Account at valid Code Section 83(b) election has been made and some or all of such Member’s interest is forfeited, in the end year of any Fiscal Yearsuch forfeiture and subsequent years if necessary, such Member items of gross income, gain, loss or deduction shall be allocated items of Company income and gain in the amount of to such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f) shall be made only if and Member to the extent available so that such Member as promptly as possible, the Member’s Capital Account equals the amount it would have been if the Member’s interest had been the reduced amount at all times. This Section 6.02(f) is intended to comply with Proposed Regulation Section 1.704-1(b)(4)(xii) and shall be interpreted in a negative Adjusted Capital Account after all other allocations provided for in this Section 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreementmanner consistent with such regulation. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Except as otherwise provided herein or as required by Code Section 734(b) 704, for tax purposes, all items of income, gain, loss, deduction or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss credit shall be allocated to the Members in accordance with the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value using the traditional method of making such allocations (as set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies3(b)), or to unless otherwise determined by the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesBoard and with the consent of Heska.

Regulatory Allocations. The (a) Notwithstanding any other provision of this Agreement, the following allocations shall be made in the following orderfor each Fiscal Year or other period: (a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (ci) Notwithstanding any other provision hereof to the contraryof this Section 6.04, if there is a net decrease in Company Minimum Gain for a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and the during any taxable period, each Member shall be allocated items of Company did not have sufficient amounts of income and gain during prior years to allocate among for such period (and, if necessary, subsequent periods) in the Members under manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 5.04(c)6.04, items each Member’s Capital Account shall be determined and the allocation of income and or gain required hereunder shall be allocated effected, prior to each Member in an amount equal the application of any other allocations pursuant to this Article 6 with respect to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2))taxable period. This Section 5.04(c6.04(a)(i) is intended to constitute a comply with the “minimum gain chargeback under Treasury Regulation Section chargeback” requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith. (dii) Notwithstanding any provision hereof to the contrary except other provisions of this Section 5.04(c6.04 (other than 6.04(a)(i) (dealing with Minimum Gainabove), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for during any taxable period, any Member with a Fiscal Year (or if there was a net decrease in share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for a prior Fiscal Year such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the Company did not have sufficient amounts allocation of income and gain during required hereunder shall be effected, prior years to allocate among the Members under application of any other allocations pursuant to this Section 5.04(d6.04(a), items of income and gain shall be allocated to each Member in an amount equal other than Section 6.04(a)(i) above, with respect 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))taxable period. This Section 5.04(d6.04(a)(ii) is intended to constitute a comply with the “partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section chargeback” requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith. (eiii) Notwithstanding any provision hereof to the contrary except Except as provided in Sections 5.04(c6.04(a)(i) and Section 5.04(d6.04(a)(ii) (dealing with Minimum Gain and above, in the event any Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustmentany adjustments, allocation allocations or distribution distributions described in Treasury Regulation Section Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated ), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year) shall be specially allocated to such Member in an amount and manner sufficient to eliminate any eliminate, to the extent required by such Treasury Regulations, the deficit balance balance, if any, in such Member’s its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible. This Section 5.04(e) possible unless such deficit balance is intended otherwise eliminated pursuant to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(dSections 6.04(a)(i) and shall be interpreted consistently therewith6.04(a)(ii). (fiv) In the event that any Member has a negative deficit balance in its Adjusted Capital Account at the end of any Fiscal Yeartaxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such deficit excess as quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.04(f6.04(a)(iv) shall be made only if and to the extent that such Member would have a negative deficit balance in its Adjusted Capital Account after all other allocations provided for in this Section 5.04 6.04(a) have been tentatively made as if this Section 5.04(f6.04(a)(iv) were not in this Agreement. (gv) To the extent an adjustment to the adjusted tax basis of Nonrecourse Deductions for any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss taxable period shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2their Percentage Interests. (vi) if such Section applies, or Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to whom the Member Nonrecourse Debt to which such distribution was made if Treasury Regulation Section Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-1(b)(2)(iv)(m)(42(i) appliesor Treas. Reg. §1.704-2(k). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.

Regulatory Allocations. The following allocations shall be made in the following order: (a) Nonrecourse Deductions Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-2(i)), if any, of the Company shall be allocated for each period to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member Partner that bears the Economic Risk economic risk of Loss for such Member Nonrecourse Debt, loss within the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 5.04(b) is intended to comply with the provisions meaning of Treasury Regulation Regulations Section 1.704-2(i) and (ii) “nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-2(b)) and “excess nonrecourse liabilities” (as defined in Treasury Regulations Section 1.752-3(a)), if any, of the Company shall be interpreted consistently therewithallocated to the Partners in accordance with their Percentage Interests. (b) This Agreement hereby includes “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Treasury Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Partners on a priority basis to the extent and in the manner required by such provisions. (c) Notwithstanding any other provision hereof To the extent that items of loss or deduction otherwise allocable to a Partner hereunder would cause such Partner to have an Adjusted Capital Account Deficit as of the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year end of the taxable year to which such items of loss or deduction relate (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and after taking into account the Company did not have sufficient amounts allocation of income and gain during prior years to allocate among the Members under this Section 5.04(c), all items of income and gain for such taxable period), such items of loss or deduction shall not be allocated to such Partner and instead shall be allocated to each Member the Partners in an amount equal to accordance with Section 5.1 as if such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute Partner were not a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewithPartner. (d) Notwithstanding If any provision hereof to the contrary except Section 5.04(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 5.04(d), items of income and gain shall be allocated to each Member in Partner has 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 5.04(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 Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 Deficit at the end of any Fiscal Yeartaxable year, such Member Partner shall be specially allocated items of Company income and gain in the amount of such deficit Adjusted Capital Account Deficit as quickly as possible; , provided that an allocation pursuant to this Section 5.04(f5.2(d) shall be made only if and to the extent that such Member Partner would have a negative an Adjusted Capital Account Deficit after all other allocations provided for in this Section 5.04 5.2(d) have been tentatively made as if Section 5.2(c) and this Section 5.04(f5.2(d) were not in this Agreement. (ge) To the extent an adjustment Any allocations required to the adjusted tax basis of any Company properties be made pursuant to Code Section 734(b5.2(a)-(d) or Code Section 743(bof this Agreement (the “Regulatory Allocations”) is required pursuant (other than allocations, the effects of which are likely to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2be offset in the future by other Regulatory Allocations) or 1.704-1(b)(2)(iv)(m)(4) to shall be taken into account account, to the extent permitted by the Treasury Regulations, in determining Capital Accounts as computing subsequent allocations of net profits or net losses pursuant to Section 5.1 so that the result net amount of a distribution any items so allocated and all other items allocated to any Member in complete liquidation of such Member’s Membership Interesteach Partner shall, to the extent possible, be equal to the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be that would have been allocated to the Members in accordance with Treasury Regulation each Partner pursuant to Section 1.704-1(b)(2)(iv)(m)(2) if 5.1 had such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesRegulatory Allocations not occurred.

Regulatory Allocations. The Notwithstanding the provisions of Section 3.3 to the contrary, the following special allocations shall be made in given effect for purposes of maintaining the following order:parties’ Capital Accounts. (a) Nonrecourse Deductions shall be allocated to the Members If either party unexpectedly receives any adjustments, allocations, or distributions described in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4Sections 1.704 -1(b)(2)(ii)(d)(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 1.704 -1(b)(2)(ii)(d)(5) or 1.704 -1(b)(2)(ii)(d)(6), which result in which they bear the Economic Risk of Loss. This Section 5.04(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 5.04(c)deficit Capital Account balance, items of income and gain shall be specially allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(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) party in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted eliminate, to the extent required by the Treasury Regulations, the Capital Account deficit of such party as quickly as possible. This For the purposes of this Section 5.04(e3.4(a), each party’s Capital Account balance shall be increased by the sum of (i) the amount that party is intended obligated to constitute a qualified income offset under restore pursuant to any provision of the Agreement, and (ii) the amount that party is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulation Sections 1.704 -2(g)(1) and 1.704 -2(i)(5). (b) The “minimum gain chargeback” and “partner minimum gain chargeback” provisions of Treasury Regulation Sections 1.704 -2(f) and 1.704 -2(i)(4), respectively, are incorporated herein by reference and shall be given effect. In accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and 1.704 -2(i)(1), deductions attributable to a “partner nonrecourse liability” shall be interpreted consistently therewithallocated to the party that bears the economic risk of loss for such liability. (fc) In If the event that any Member has allocation of deductions to either party would cause such party to have a negative Adjusted deficit Capital Account balance at the end of any Fiscal Year, such Member shall be allocated items taxable year of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account tax partnership (after all other allocations provided for in this Section 5.04 Article III have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment and after giving effect to the adjusted tax basis adjustments described in subparagraph (a) of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of 3.4), such Member’s Membership Interest, the amount of such adjustment to Capital Accounts deductions 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 instead be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesother party.

Regulatory Allocations. The For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following orderorder of priority: (a) Nonrecourse Deductions Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions Percentage Interests; provided, however, that nonrecourse deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt "partner nonrecourse debt" (as determined under defined in 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 to the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 5.04(b) is intended to comply accordance with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith2(i)(1). (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 Items of income and or gain during prior years to allocate among (computed with the Members under this Section 5.04(cadjustments contained in paragraphs (i), items (ii), (iii), (iv), (v) and (vi) of income the definition of "Net Profits" and gain "Net Losses") for any taxable period shall be allocated to each the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in an amount equal to such Member’s share 's Capital Account (determined for purposes of this Section 6.2(d) only, by increasing the net decrease in such Minimum Gain (as determined Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f1(b)(2)(ii)(c) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof the amount the Member is deemed obligated to restore to the contrary except Section 5.04(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 5.04(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 Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-2(i)(4)). This Section 5.04(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(41(b)(2)(ii)(d)(4)(5) and shall be interpreted consistently therewith(6). (e) Notwithstanding any provision hereof to Except as otherwise provided herein or as required by Section 704 of the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain)Code, a Member who unexpectedly receives an adjustmentfor tax purposes, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated all items of income and gain (consisting of a pro rata portion of each item of income, including gross incomegain, and gain for the Fiscal Year) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 Yearloss, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) deduction or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss credit shall be allocated to the Members in accordance with Treasury Regulation the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 1.704-1(b)(2)(iv)(m)(2704(c) if such Section applies, or to using any permitted method as selected by the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesBoard of Managers in their sole discretion.

Regulatory Allocations. The following allocations (i) If there is a net decrease in (1) Company Minimum Gain or (2) Member Minimum Gain during any Fiscal Year, the Members shall be made allocated items of Company income and gain for such year (and, if necessary, for subsequent years) in accordance with Treasury Regulation Section 1.704-2(f) or Section 1.704-2(i)(4), as applicable. It is intended that this Section 7.4(a)(i) qualify and be construed as a "minimum gain chargeback" and a "chargeback of partner nonrecourse debt minimum gain" within the meaning of such regulations, which shall be controlling in the following order:event of a conflict between such regulations and this Section 7.4(a)(i). (aii) Any Nonrecourse Deductions for any Fiscal Year shall be allocated to the Members in accordance with proportion to their respective Sharing Percentages. (b) Capital Contributions. Any Member Nonrecourse Deductions attributable for any Fiscal Year shall be specially allocated to the Member(s) who bears the economic risk of loss (within the meaning of Treasury Regulation 1.702-2) with respect to the Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for which 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 DebtDeductions are attributable, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 5.04(b) is intended to comply accordance with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith). (ciii) Notwithstanding If 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 5.04(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 pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interestallocated, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies1(b)(2)(ii)(d), or to the Member in an amount and manner sufficient to whom eliminate, to the extent required by such distribution was made if Regulation, the Adjusted Capital Account Deficit of the Member as quickly as possible. It is intended that this Section 7.4(a)(iii) qualify and be construed as a "qualified income offset" within the meaning of Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(41(b)(2)(ii)(d), which shall be controlling in the event of a conflict between such Regulation and this Section 7.4(a)(iii). (iv) appliesIf, and only to the extent, any allocation of Net Loss would cause or increase an Adjusted Capital Account Deficit as to any Member, such allocation of Net Loss shall be reallocated among the other Members in accordance with their respective Percentage Interests, subject to the limitations of this Section 7.4(a)(iv). (v) The allocations set forth in Sections 7.4(a)(i), (ii), (iii) and (iv) (the "Regulatory Allocations") are intended to comply with certain regulatory requirements, including the requirements of Treasury Regulation Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 7.1, 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, the net amount of such allocations of other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred.

Regulatory Allocations. The Notwithstanding the foregoing provisions of this Article VI, the following special allocations shall be made in the following orderorder of priority: (a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(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 Company Minimum Gain for during 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 taxable year, then each Member shall be allocated items of Company income and gain during prior years to allocate among the Members under this Section 5.04(c)for such taxable year (and, items of income and gain shall be allocated to each Member if necessary, for subsequent years) in an amount equal to such Member’s share of the net decrease in such Company Minimum Gain (as Gain, determined pursuant to in accordance with Treasury Regulation Regulations Section 1.704-2(g)(2)). This Section 5.04(c6.2(a) is intended to constitute a comply with the minimum gain chargeback under requirement of Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (db) Notwithstanding any provision hereof to the contrary except Section 5.04(c) (dealing with Minimum Gain), if If there is a net decrease in Member Nonrecourse Debt Minimum Gain for attributable to a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain for a prior Fiscal Year and the attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(d)for such taxable year (and, items of income and gain shall be allocated to each Member if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as attributable to such Member Nonrecourse Debt, determined pursuant to Treasury Regulation in a manner consistent with the provisions of Regulations Section 1.704-2(i)(4)2(g)(2). This Section 5.04(d6.2(b) is intended to constitute a comply with the partner nonrecourse debt minimum gain chargeback under requirement of Treasury Regulation Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (ec) Notwithstanding If any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation allocation, or distribution described in of the type contemplated by Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated ), items of income and gain shall be allocated to all such Members (consisting in proportion to the amounts of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Yeartheir respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate any deficit balance in such Member’s the Adjusted Capital Account Deficit of such Member as quickly as possible. This Section 5.04(e) It is intended to constitute that this Section 6.2(c) qualify and be construed as a “qualified income offset under offset” within the meaning of Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith). (fd) In If the event that any allocation of Loss (or items of loss or deduction) to a Member has a negative as provided in Section 6.1 would create or increase an Adjusted Capital Account at Deficit, there shall be allocated to such Member only that amount of Loss as will not create or increase an Adjusted Capital Account Deficit. The Loss that would, absent the end application of any Fiscal Yearthe preceding sentence, otherwise be allocated to such Member shall be allocated items to the other Members in accordance with their relative Percentage Interests, subject to the limitations of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement6.2(d). (ge) To the extent that an adjustment to the adjusted tax basis of any Company properties Asset pursuant to Code Section 734(b) or Code Section 743(b) is required required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) ), to be taken into account in determining Capital Accounts as the result of a distribution to any a Member in complete liquidation of such Member’s Membership its Company 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 to the Members in accordance with their interests in the Company in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (f) The Nonrecourse Deductions for each taxable year of the Company shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2their respective Percentage Interests. (g) if such Section applies, or The Member Nonrecourse Deductions shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of Treasury Regulations Section 1.752-2) for the Member Nonrecourse Debt to whom which such distribution was made if Member Nonrecourse Deductions are attributable. (h) The allocations set forth in Sections 6.2(a) through (g), inclusive, (the “Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulation Section Regulations Sections 1.704-1(b)(2)(iv)(m)(41(b) appliesand 1.704-2(i). Notwithstanding the provisions of Section 6.1(b), 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, the net amount of such allocations of other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred.

Regulatory Allocations. The Notwithstanding the provisions of Article 4, the following special allocations shall be made in the following orderorder of priority: (a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4)2.1. 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 5.04(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 Company Minimum Gain for during 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 taxable year, then each Member shall be allocated items of Company income and gain during prior years to allocate among the Members under this Section 5.04(c)for such taxable year (and, items of income and gain shall be allocated to each Member if necessary, for subsequent years) in an amount equal to such Member’s share of the net decrease in such Company Minimum Gain (as Gain, determined pursuant to Treasury Regulation in accordance with Regulations Section 1.704-2(g)(2)). This Section 5.04(c) 2.1 of this Exhibit E is intended to constitute a comply with the minimum gain chargeback under Treasury Regulation requirement of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(c) (dealing with Minimum Gain), if 2.2. If there is a net decrease in Member Nonrecourse Debt Minimum Gain for attributable to a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt during any Company taxable year, then each Member who has a share of the Member Minimum Gain for a prior Fiscal Year and the attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(d)for such taxable year (and, items of income and gain shall be allocated to each Member if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as attributable to such Member Nonrecourse Debt, determined pursuant to Treasury Regulation in a manner consistent with the provisions of Regulations Section 1.704-2(i)(4)2(g)(2). This Section 5.04(d) 2.2 of this Exhibit E is intended to constitute a comply with the partner nonrecourse debt minimum gain chargeback under Treasury Regulation requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding 2.3. If any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation allocation, or distribution described in Treasury Regulation of the type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated ), then items of income and gain shall be allocated to all such Members (consisting in proportion to the amounts of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Yeartheir respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate any deficit balance in such Member’s the Adjusted Capital Account Deficit of such Member as quickly as possible. This Section 5.04(e) It is intended to constitute that this Section 2.3 of this Exhibit E qualify and be construed as a “qualified income offset under Treasury Regulation offset” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (f) In 2.4. If the event that allocation of any item of Net Losses to a Member has a negative as provided in Section 4.1 would create or increase an Adjusted Capital Account at Deficit, there shall be allocated to such Member only that amount of such items of Net Losses as will not create or increase an Adjusted Capital Account Deficit. The allocated item that would, absent the end application of any Fiscal Yearthe preceding sentence, otherwise be allocated to such Member shall be allocated items to the other Members in accordance with their relative Percentage Interests, subject to the limitations of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f) shall be made only if and to 2.4 of this Exhibit E. 2.5. To the extent that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties Asset pursuant to Code Section 734(b) or Code Section 743(b) is required required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4) ), to be taken into account in determining Capital Accounts as the result of a distribution to any a Member in complete liquidation of such Member’s Membership its 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 to the Members in accordance with their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. 2.6. The Nonrecourse Deductions for each taxable year of the Company shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or their respective Percentage Interests. 2.7. The Member Nonrecourse Deductions shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of Regulations Section 1.752-2) for the Member Nonrecourse Debt to whom which such distribution was made if Treasury Regulation Member Nonrecourse Deductions are attributable. 2.8. The allocations set forth in this Section 2 of this Exhibit E (the “Regulatory Allocations”) are intended to comply with certain requirements of Regulations Sections 1.704-1(b)(2)(iv)(m)(41(b) appliesand 1.704-2(i).

Regulatory Allocations. The following allocations shall be made in the following order: (a) Nonrecourse Deductions Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Section 1.704-2(i) of the Regulations), if any, of the Company shall be allocated for each period to the Member that bears the economic risk of loss within the meaning of Section 1.704-2(i) of the Regulations and (ii) “nonrecourse deductions” (as defined in Section 1.704-2(b) of the Regulations) and “excess nonrecourse liabilities” (as defined in Section 1.752-3(a) of the Regulations), if any, of the Company shall be allocated to the Members in accordance with their respective Sharing PercentagesDistribution Percentage Interests. (b) This Agreement is intended to comply with Section 704(b) of the Code and the Regulations thereunder as in effect on the Effective Date, and shall be considered to include a “Qualified Income Offset” and “Minimum Gain Chargeback,” as defined in such Regulations, and if any Net Profits or Net Losses are allocated pursuant to such a “Qualified Income Offset” or “Minimum Gain Chargeback,” then, subsequently, Net Profits and Net Losses shall, to the extent permitted by Section 704(b) of the Code and the Regulations thereunder, be allocated among the Members in the manner and to the extent necessary to effectuate the intent of the Members as indicated in Section 11.03(a)(iii), and the provisions of Sections 6.01 and 6.07 shall be adjusted accordingly. (c) To the extent that Net Loss or items of loss or deduction otherwise allocable to a Member Nonrecourse Deductions attributable hereunder would cause such Member to have an Adjusted Capital Account Deficit as of the end of the taxable year to which such Net Loss, or items of loss or deduction, relate (after taking into account the allocation of all items of income and gain for such taxable period), such Net Loss, or items of loss or deduction, shall not be allocated to such Member Nonrecourse Debt and instead shall be allocated to the Members bearing the Economic Risk of Loss for in accordance with Section 6.01 as if 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 5.04(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 were not 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 5.04(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 pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding If any provision hereof to the contrary except Section 5.04(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 5.04(d), items of income and gain shall be allocated to each Member in has 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 5.04(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 Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 Deficit at the end of any Fiscal Yeartaxable year, each such Member shall be specially allocated items of Company income and gain in the amount of such deficit excess as quickly as possible; , provided that an allocation pursuant to this Section 5.04(f6.02(d) shall be made only if and to the extent that such Member would have a negative Member’s Adjusted Capital Account after Deficit would increase if all other allocations provided for in this Section 5.04 have been tentatively Article VI were made as if Section 6.02(c) and this Section 5.04(f6.02(d) were not in this Agreement. (ge) To the extent an adjustment Any allocations required to the adjusted tax basis of any Company properties be made pursuant to Code Section 734(bSections 6.02(a), (c) or Code Section 743(b(d) is required pursuant (the “Regulatory Allocations”) (other than allocations, the effects of which are likely to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2be offset in the future by other Regulatory Allocations) or 1.704-1(b)(2)(iv)(m)(4) to shall be taken into account account, to the extent permitted by Section 704(b) of the Code and the Regulations thereunder, in determining Capital Accounts as computing subsequent allocations of income, gain, loss or deduction pursuant to Section 6.01 so that the result net amount of a distribution any items so allocated and all other items allocated to any each Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 6.01 had such Regulatory Allocations under this Section 6.02 not occurred. (f) The provisions of this Article VI (and other related provisions in complete liquidation this Agreement) pertaining to the allocation of items of Company income, gain, loss, deductions, and credits shall be interpreted consistently with the Regulations, and to the extent unintentionally inconsistent with such Member’s Membership InterestRegulations, shall be deemed to be modified to the extent necessary to make such provisions consistent with the Regulations. Recognizing the complexity of the allocations pursuant to this Article VI, the amount Managing Member is authorized to modify these allocations (including by making allocations of such adjustment gross items of income, gain, loss or deduction rather than allocations of net items) to Capital Accounts shall be treated as an item of gain (if ensure that they achieve the adjustment increases intended results, to the basis extent permitted by Section 704(b) of the asset) or loss (if Code and the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesRegulations thereunder.

Regulatory Allocations. (a) The Members intend that the allocations pursuant to this Section 9.4 shall be equivalent to allocations that are or are deemed to be in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.4 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.3, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.4(b) shall instead be made to other Members pursuant to Section 9.3 to the extent not inconsistent with this Section 9.4(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.4(b), such allocations shall be made in the following order: (a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt Section 9.3, as determined under Treasury Regulation applicable, notwithstanding this Section 1.704-2(b)(49.4(b). If more than one Member bears the Economic Risk Allocations of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable Profits following any allocations of Losses subject to such Member Nonrecourse Debt this Section 9.4(b) shall be allocated among the Members according in a manner so as to offset the allocations of Losses previously made to the ratio in which they bear the Economic Risk of Loss. This Members pursuant to this Section 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith9.4(b). (c) Notwithstanding A Member’s “Adjusted Capital Account” at any other provision hereof to time shall mean such Member’s Capital Account at such time increased by the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year sum of (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and a) the Company did not have sufficient amounts amount of income and gain during prior years to allocate among the Members under this Section 5.04(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 partnership minimum gain (as determined pursuant to Treasury defined in Regulation Section §1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f2(g)(l) and shall be interpreted consistently therewith. (d3)) Notwithstanding any provision hereof to and (b) the contrary except Section 5.04(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 amount of income and gain during prior years to allocate among the Members under this Section 5.04(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 5.04(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury (as defined in Regulation Section §1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain2(i)(5)), a Member who unexpectedly receives an adjustmentand decreased by reasonably expected adjustments, allocation or distribution allocations and distributions described in Treasury Regulation Section 1.704-§§ 1.704 1(b)(2)(ii)(d)(4), (5) or and (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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. The following allocations Notwithstanding the provisions of Section 10.2, Net Income and Net Loss of the Company (or items of income, gain, loss, deduction or credit, as the case may be) shall be made allocated in accordance with the following order:provisions of this Section 10.4 to the extent such provisions shall be applicable. (a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(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 of Section 10.2 hereof, but subject to the contraryexceptions set forth in Regulations section 1.704-2(f)(2), (3), (4) or (5), if there is a net decrease in the Minimum Gain for a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and of the Company did not have sufficient amounts during any Company fiscal year, each Member shall be specially allocated items of Company income and gain during prior years for such year (and, if necessary, subsequent years) in proportion to, and to allocate among the Members under this Section 5.04(c)extent of, items of income and gain shall be allocated to each Member in an amount equal to such that Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section Gain, within the meaning of Regulations section 1.704-2(g)(2). The Minimum Gain chargeback shall consist first of income and gain from the disposition of Company assets subject to nonrecourse liabilities of the Company, with the remainder of the Minimum Gain chargeback, if any, made up of a pro rata portion of the Company’s other items of income and gain for such year, and shall be determined in accordance with Regulations sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provisions. This If such income and gain from the disposition of Company assets exceeds the amount of the Minimum Gain chargeback, a proportionate share of each item of such income and gain shall constitute a part of the Minimum Gain chargeback. The provisions of this Section 5.04(c10.4(a) is are intended to constitute a comply with the minimum gain chargeback under Treasury Regulation Section requirement of Regulations section 1.704-2(f) and shall be interpreted consistently therewithin accordance therewith for all purposes under this Agreement. (db) Notwithstanding any other provision of Section 10.2 hereof or this Section 10.4 other than Section 10.3(a), but subject to the contrary except Section 5.04(c) (dealing with Minimum Gainexceptions referenced in Regulations section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for during any fiscal year, each Member that has a Fiscal Year (or if there was a net decrease in share of such Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and Gain, determined in accordance with Regulations section 1.704-2(i)(5), as of the beginning of such year shall be specially allocated items of Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(d)for such year (and, items of income and gain shall be allocated to each Member in an amount if necessary, for succeeding years) equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as Gain. The items to be so allocated shall be determined pursuant to Treasury Regulation Section in accordance with Regulations section 1.704-2(i)(4))) or any successor provision. This The provisions of this Section 5.04(d10.4(b) is are intended to constitute a partner nonrecourse debt minimum gain comply with the Member Nonrecourse Debt Minimum Gain chargeback under Treasury Regulation Section requirement of Regulations section 1.704-2(i)(4) and shall be interpreted consistently therewithin accordance therewith for all purposes under this Agreement. (ec) Notwithstanding If any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain)receives any adjustments, a Member who unexpectedly receives an adjustmentallocations, allocation or distribution distributions described in Treasury Regulation Section Regulations sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated ), items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for the Fiscal Yearsuch year) shall be specially allocated to such Member in an amount and manner sufficient to eliminate any deficit balance in such Member’s as quickly as possible the Adjusted Capital Account as quickly as possibleDeficit of such Member, if any, to the extent required by the Regulations. This The provisions of this Section 5.04(e10.3(c) is are intended to constitute a comply with the “qualified income offset under Treasury Regulation Section 1.704offset” requirement of Regulations section 1. 704-1(b)(2)(ii)(d1(b)(2)(ii)(d)(3) 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 in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account after accordance therewith for all other allocations provided for in this Section 5.04 have been tentatively made as if this Section 5.04(f) were not in purposes under this Agreement. (gd) To Nonrecourse Deductions of the extent an adjustment to the adjusted tax basis of Company for any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts fiscal year shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with Treasury Regulation the allocation of Net Income or Net Loss for such fiscal year pursuant to Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or 10.2 of this Agreement. Member Nonrecourse Deductions of the Company for any fiscal year shall be specially allocated to the Member who bears the economic risk of loss for the liability in question. The provisions of this Section 10.4(d) are intended to whom such distribution was made if Treasury Regulation Section satisfy the requirements of Regulations sections 1.704-1(b)(2)(iv)(m)(42(e)(2) appliesand 1.704-2(i)(1) and shall be interpreted in accordance therewith for all purposes under this Agreement. (e) No net loss shall be allocated to a Member pursuant to Section 10.2 hereof to the extent that such loss would cause such Member to have an Adjusted Capital Account Deficit at the end of any fiscal year. Instead, any such loss shall be allocated to each other Member to the extent that such allocation would not cause such other Member to have an Adjusted Capital Account Deficit. (f) Net Income and Net Loss of the Company shall not be allocated in accordance with Section 10.2 hereof or any paragraph of this Section 10.4 other than this paragraph (f) if and to the extent that any such allocation would cause the Company’s allocations not to have substantial economic effect for purposes of section 704(b)(2) of the Code under the economic effect equivalence test set forth in Regulations section 1.704-1(b)(2)(ii)(i), and any such Net Income and Net Loss shall instead be allocated to and among the Members in the amounts and in the manner necessary to cause the Company’s allocations to comply with such economic effect equivalence test. For purposes of this Section 10.4(f) only, it shall be assumed that no Member is obligated to contribute to the Company any cash or property to eliminate the deficit balance existing in its Capital Account upon the liquidation of the Company except to the extent that such Member is personally liable under law or by contract to satisfy a Company liability. (g) The allocations set forth in this Section 10.4 (the “Regulatory Allocations”) are intended to comply with certain requirements of Regulations sections 1.704-1(b) and 1.704-2. Notwithstanding any other provision of this Article X (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in making allocations among the Members of Net Income and Net Loss (and items thereof) of the Company other than the Regulatory Allocations such that, to the extent possible, the net amount of such allocations of Net Income and Net Loss (and items thereof) other than the Regulatory Allocations, together with the Regulatory Allocations, shall equal the net amount that would have been allocated to and among the Members had the Regulatory Allocations not occurred. (h) It is intended that the allocations set forth in Section 10.2 satisfy the substantial economic effect requirement of section 704(b) of the Code. However, in the event that counsel to the Company or any Member determines that such requirements are not satisfied, the Members shall modify such allocations in order to comply with such requirements.

Regulatory Allocations. The following allocations (A) Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Treasury Regulations Section 1.704 2(i)), if any, of the Company shall be made allocated for each period to the Member that bears the economic risk of loss within the meaning of Treasury Regulations Section 1.704-2(i), and (ii) “nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-2(b)) and “excess nonrecourse liabilities” (as defined in Treasury Regulations Section 1.752-3(a)), if any, of the Company shall be allocated to the Members in proportion to their respective Interests. (B) This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of Treasury Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Members on a priority basis to the extent and in the following order:manner required by such provisions. (aC) Nonrecourse Deductions To the extent that Net Losses or items of loss or deduction otherwise allocable to a Member hereunder would cause such Member to have an Adjusted Capital Account Deficit as of the end of the taxable year to which such Net Losses, or items of loss or deduction, relate (after taking into account the allocation of all items of income and gain for such taxable period), such Net Losses, or items of loss or deduction, shall not be allocated to such Member and instead shall be allocated to the Members in accordance with their respective Sharing PercentagesSection 2.1 of this Appendix A as if such Member were not a Member. (bD) Member Nonrecourse Deductions attributable Any allocations required to Member Nonrecourse Debt be made pursuant to Section 2.2(a) through Section 2.2(c) of this Appendix A (the “Regulatory Allocations”) (other than allocations, the effects of which are likely to be offset in the future by other special allocations) shall be allocated taken into account, to the Members bearing extent permitted by the Economic Risk Treasury Regulations, in computing subsequent allocations of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation income, gain, loss or deduction pursuant to Section 1.704-2(b)(4). If more than one Member bears 2.1 of this Appendix A so that the Economic Risk net amount of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be any items so allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 5.04(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 all 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 5.04(c), items of income and gain shall be allocated to each Member in an amount shall, to the extent possible, be equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 amount that would have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(d), items of income and gain shall be been 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 5.04(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback 2.1 of this Appendix A had such Regulatory Allocations under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 2.2 of this Section 5.04 have been tentatively made as if this Section 5.04(f) were Appendix A not in this Agreementoccurred. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. The following allocations (a) Notwithstanding any other provision of this Article IV, if there is a net decrease in Company Minimum Gain during any year, each Member 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 Company Minimum Gain, determined in accordance with § 1.704-2(g) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the following order: (a) Nonrecourse Deductions shall respective amounts required to be allocated to the Members each Member pursuant thereto. The items to be so allocated shall be determined in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section § 1.704-2(b)(4). If more than one Member bears 2(0(6) of 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 LossTreasury Regulations. This Section 5.04(b4.5(a) is intended to comply with the minimum gain chargeback requirement in § 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith. (b) Notwithstanding any other provisions of Treasury Regulation this Article IV except Section 4.5(a), if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with § 1.704-2(i2(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 § 1.704-2(i)(4) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with §1.704-2(0(4) of the Treasury Regulations. This Section 4.5(b) is intended to comply with the minimum gain chargeback requirement in §1.704-2(1) of the Treasury Regulations and shall be interpreted consistently therewith. (c) Notwithstanding Nonrecourse Deductions for 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 5.04(c), items of income and gain year 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 Net Loss pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith4.3. (d) Notwithstanding Any Member Nonrecourse Deductions for any provision hereof year shall be specially allocated to the contrary except Section 5.04(c) (dealing Member who bears the economic risk of loss with Minimum Gain), if there is a net decrease in respect to the Member Nonrecourse Debt Minimum Gain for a Fiscal Year (or if there was a net decrease in to which such 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 5.04(d), items of income and gain shall be allocated to each Member Deductions are attributable in an amount equal to such Member’s share accordance with § 1.704-2(i)(1) of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 5.04(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 therewithRegulations. (e) Notwithstanding any other provision hereof of this Article IV, no Member shall be allocated in any fiscal year of the Company any Net Loss to the contrary except Sections 5.04(cextent 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 Article IV and the reasonably expected adjustments, allocations and distributions described in § 1.704-1 (b)(2)(ii)(d) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), of the Treasury Regulations. Any such Net Loss that would be allocated to a Member who (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 Treasury Regulation Section § 1.704-1(b)(2)(ii)(d)(4), 1 (5b)(2)(ii)(d) of the Treasury Regulations which creates or (6) shall be allocated items of income and gain (consisting of increases a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account (computed after all other allocations to be made for such year pursuant to this Article IV have been tentatively made as quickly as possibleif this Section 4.5(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 5.04(e4.5(e) is intended to constitute a comply with the qualified income offset under Treasury Regulation Section requirement of § 1.704-1(b)(2)(ii)(d1 (b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. (f) In The allocations set forth in Sections 4.5(a) through 4.5(e) (the event that any Member has a negative Adjusted Capital Account at “Regulatory Allocations”) shall be taken into account in allocating items of income, gain, loss and deduction among the end Members so that, to the extent possible, the net amount of any Fiscal Year, such allocations of other items and the Regulatory Allocations to each Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f) shall be made only if and equal to the extent net amount that would have been allocated to each such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 5.04 have been tentatively made as if this Section 5.04(f) were the Regulatory Allocations had not in this Agreementoccurred. (g) To For purposes of § 1.752-3(a)(3) the extent an adjustment to the adjusted tax basis Members’ shares of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result “excess nonrecourse liabilities” shall equal their respective shares of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesNonrecourse Deductions.

Regulatory Allocations. The following allocations (A) If there is a net decrease in Company Minimum Gain or Member Minimum Gain during any fiscal year, the Members shall be made allocated items of Company income and gain for such year (and, if necessary, for subsequent years) in accordance with Regulations Section 1.704-2(f) or 1.704-2(i)(4), as applicable. It is intended that this Section 4.3(c)(i)(A) qualify and be construed as a “minimum gain chargeback” and a “chargeback of partner nonrecourse debt minimum gain” within the meaning of such Regulations, which shall be controlling in the following order:event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (aB) Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the Members in accordance with the number and type of their respective Sharing Percentages. (b) Units. Any Member Nonrecourse Deductions attributable for any fiscal year shall be specially allocated to the Member(s) who bears the economic risk of loss with respect to the Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for which 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 DebtDeductions are attributable, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 5.04(b) is intended to comply accordance with the provisions of Treasury Regulation Regulations Section 1.704-2(i) and shall be interpreted consistently therewith). (cC) Notwithstanding If 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 5.04(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 pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(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 Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated ), items of Company income and gain shall be allocated, in accordance with Regulations Section 1.704-1(b)(2)(ii) (consisting of a pro rata portion of each item of incomed), including gross income, and gain for to the Fiscal Year) Member in an amount and manner sufficient to eliminate any deficit balance in eliminate, to the extent by such Member’s Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible. This Section 5.04(e) It is intended to constitute that this Section 4.3(c)(i)(C) qualify and be construed as a “qualified income offset under Treasury Regulation Section offset” within the meaning of Regulations 1.704-1(b)(2)(ii)(d) and ), which shall be interpreted consistently therewithcontrolling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(C). (fD) In The allocations set forth in Sections 4.3(c)(i)(A), (B) and (C) (the event that any Member has a negative Adjusted Capital Account at “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the end requirements of any Fiscal Year, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section Regulations Sections 1.704-1(b)(2)(iv)(m)(21(b) or and 1.704-1(b)(2)(iv)(m)(4) to 2. Notwithstanding the provisions of Section 4.3(b), the Regulatory Allocations shall be taken into account in determining Capital Accounts as allocating other items of income, gain, loss and deduction among the result of a distribution Members so that, to any Member in complete liquidation of such Member’s Membership Interestthe extent possible, the net amount of such adjustment allocations of other items and the Regulatory Allocations to Capital Accounts each Member shall be treated as an item of gain (equal to the net amount that would have been allocated to each such Member if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesRegulatory Allocations had not occurred.

Regulatory Allocations. The following allocations (a) Notwithstanding any other provision of this Article IV, if there is a net decrease in Company Minimum Gain during any year, each Member 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 Company Minimum Gain, determined in accordance with ss. 1.704-2(g) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the following order:respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with ss. (a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(b) is intended to comply with the provisions minimum gain chargeback requirement in ss. 1.704-2(f) of the Treasury Regulation Regulations and shall be inter preted consistently therewith. (b) 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) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with ss.1.704-2(i)(4) of the Treasury Regulations. This Section 1.7044.5(b) is intended to comply with the minimum gain chargeback requirement in ss.1.704-2(i) of the Treasury Regulations and shall be interpreted consistently therewith. (c) Notwithstanding Nonrecourse Deductions for 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 5.04(c), items of income and gain year 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 pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewithLVSI. (d) Notwithstanding Any Member Nonrecourse Deductions for any provision hereof year shall be specially allocated to the contrary except Section 5.04(c) (dealing Member who bears the economic risk of loss with Minimum Gain), if there is a net decrease in respect to the Member Nonrecourse Debt Minimum Gain for a Fiscal Year (or if there was a net decrease in to which such 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 5.04(d), items of income and gain shall be allocated to each Member Deductions are attributable in an amount equal to such Member’s share accordance with ss. 1.704- 2(i)(1) of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 5.04(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 therewithRegulations. (e) Notwithstanding any other provision hereof of this Article IV, no Member shall be allocated in any fiscal year of the Company any Net Loss to the contrary except Sections 5.04(cextent 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 Article IV and the reasonably expected adjustments, allocations and distributions described in ss. 1.704-1(b)(2)(ii)(d) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), of the Treasury Regula tions. Any such Net Loss that would be allocated to a Member who (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 Treasury Regulation Section ss. 1.704-1(b)(2)(ii)(d)(41(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 Article IV have been tentatively made as if this Section 4.5(e) were not in this Agreement), (5) or (6) such Deficit Member 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) in an amount and manner sufficient equal to eliminate any such deficit balance in such Member’s Adjusted Capital Account as quickly as possiblebalance. This Section 5.04(e4.5(e) is intended to constitute a comply with the qualified income offset under Treasury Regulation Section requirement of ss. 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. (f) In The allocations set forth in Sections 4.5(a) through 4.5(e) (the event that any Member has a negative Adjusted Capital Account at "Regulatory Allocations") shall be taken into account in allocating items of income, gain, loss and deduction among the end Members so that, to the extent possible, the net amount of any Fiscal Year, such allocations of other items and the Regulatory Allocations to each Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f) shall be made only if and equal to the extent net amount that would have been allocated to each such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 5.04 have been tentatively made as if this Section 5.04(f) were the Regulatory Allocations had not in this Agreementoccurred. (g) To For purposes of ss. 1.752-3(a)(3) the extent an adjustment to the adjusted tax basis Members' shares of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result "excess nonrecourse liabilities" shall equal their respective shares of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesNonrecourse Deductions.

Regulatory Allocations. The following allocations This Agreement shall be made in the following order: (a) Nonrecourse Deductions shall be allocated deemed to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable contain provisions relating to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) "minimum gain chargeback," "nonrecourse deductions," "qualified income offset," "gross income allocations," and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof required to be contained in this Agreement pursuant to the contraryTreasury Regulations promulgated under section 704(b) of the Code (the "Regulatory Allocations"), if there is other than any requirement that 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 Member be required to contribute to the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(c), items of income and gain shall be allocated to each Member in an amount equal to such any deficit in the Member’s share 's capital account. No allocation of Loss shall be made to a Member if the allocation would result in a negative balance in the Member's Capital Account in excess of (a) the amount the Member has loaned to the Company or (b) the amount of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2))Company's debt that the Member has guaranteed. This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to In the contrary except Section 5.04(c) (dealing with Minimum Gain), if event there is a net decrease negative balance in Member Nonrecourse Debt Minimum Gain for a Fiscal Year (or if there was a net decrease the Member's Capital Account 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 5.04(d), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share excess of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 5.04(damount(s) 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 set forth above, the contrary except Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 in the amount of such deficit that excess as quickly as possible; provided . Any Loss that an allocation cannot be allocated to a Member pursuant to the restrictions contained in this Section 5.04(f) paragraph shall be made only if and allocated to other Members. The Regulatory Allocations are intended to comply with the extent that such Member would have a negative Adjusted Capital Account after all Treasury Regulations promulgated under section 704(b) of the Code. The other allocations provided for in provisions of this Section 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To Article V notwithstanding, the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to Regulatory Allocations shall be taken into account in determining Capital Accounts as allocating other Profits, Losses, and items of income, gain, and deduction among the result of a distribution Members so that, to any Member in complete liquidation of such Member’s Membership Interestthe extent possible, the net amount of the allocations of other Profits, Losses, and other items and the Regulatory Allocations to each Member shall equal the net amount that would have been allocated to each such adjustment to Capital Accounts shall be treated as an item of gain (Member if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesRegulatory Allocations had not occurred.

Regulatory Allocations. The following allocations This Agreement shall be made in the following order: (a) Nonrecourse Deductions shall be allocated deemed to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable contain provisions relating to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) “minimum gain chargeback,” “nonrecourse deductions,” “qualified income offset,” “gross income allocations,” and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof required to be contained in this Agreement pursuant to the contraryTreasury Regulations promulgated under section 704(b) of the Code (the “Regulatory Allocations”), if there is other than any requirement that 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 Member be required to contribute to the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(c), items of income and gain shall be allocated to each Member in an amount equal to such any deficit in the Member’s share capital account. No allocation of Loss shall be made to a Member if the allocation would result in a negative balance in the Member’s Capital Account in excess of (a) the amount the Member has loaned to the Company or (b) the amount of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2))Company’s debt that the Member has guaranteed. This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to In the contrary except Section 5.04(c) (dealing with Minimum Gain), if event there is a net decrease negative balance 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 5.04(d), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share Capital Account in excess of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 5.04(damount(s) 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 set forth above, the contrary except Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 in the amount of such deficit that excess as quickly as possible; provided . Any Loss that an allocation cannot be allocated to a Member pursuant to the restrictions contained in this Section 5.04(f) paragraph shall be made only if and allocated to other Members. The Regulatory Allocations are intended to comply with the extent that such Member would have a negative Adjusted Capital Account after all Treasury Regulations promulgated under section 704(b) of the Code. The other allocations provided for in provisions of this Section 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To Article V notwithstanding, the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to Regulatory Allocations shall be taken into account in determining Capital Accounts as allocating other Profits, Losses, and items of income, gain, and deduction among the result of a distribution Members so that, to any Member in complete liquidation of such Member’s Membership Interestthe extent possible, the net amount of such adjustment the allocations of other Profits, Losses, and other items and the Regulatory Allocations to Capital Accounts each Member shall be treated as an item of gain (equal the net amount that would have been allocated to each Member if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesRegulatory Allocations had not occurred.

Regulatory Allocations. The following allocations shall be made Notwithstanding, and prior to the application of, any other provisions in the following orderthis Article 8: (a) Nonrecourse Deductions shall be allocated to the Members Except as otherwise provided in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears 2(i)(4) of 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 5.04(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 contraryRegulations, if there is a net decrease in Minimum Gain “partner nonrecourse debt minimum gain” (as defined and determined in accordance with Treasury Regulations Sections 1.704-2(i)(2) and (3)) attributable to a “partner nonrecourse debt” (as defined in Section 1.704-2(b)(4) of the Treasury Regulations) during any Fiscal Year, each Member who has a share of the partner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of the Company income and gain for a such Fiscal Year (or and, if there was a net decrease in Minimum Gain for a prior necessary, subsequent 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 5.04(c), items of income and gain shall be allocated to each Member Years) in an amount equal to such Member’s share of the net decrease in partner nonrecourse debt minimum gain attributable to such Minimum Gain (as partner nonrecourse debt, determined pursuant to in accordance with Treasury Regulation Regulations Section 1.704-2(g)(22(i)(4)). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. This Section 5.04(c8.6(a) is intended to constitute a comply with the minimum gain chargeback under Treasury Regulation requirement in Section 1.704-2(f2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith. (db) Notwithstanding Any “partner nonrecourse deductions” (as defined in Sections 1.704-2(i)(l) and 1.704-2(i)(2) of the Treasury Regulations) for any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members Member who bears the economic risk of loss with respect to the “partner nonrecourse debt” (as defined in Section l.704-2(b)(4) of the Treasury Regulations) to which such partner nonrecourse deductions are attributable in accordance with Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies2(i)(1).

Regulatory Allocations. The Notwithstanding the provisions of Section 3.3 to the contrary, the following special allocations shall be made in given effect for purposes of maintaining the following order:Participants' Capital Accounts. (a) Nonrecourse Deductions shall be allocated to the Members If either Participant unexpectedly receives any adjustments, allocations, or distributions described in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section Sections 1.704-2(b)(41(b)(2)(ii)(d)(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 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i1(b)(2)(ii)(d)(5) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof to the contraryor 1.704-l(b)(2)(ii)(d)(6), if there is which result in 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 5.04(c)deficit Capital Account balance, items of income and gain shall be specially allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(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) Participant in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted eliminate, to the extent required by the Treasury Regulations, the Capital Account deficit of such Participant as quickly as possible. This For the purposes of this Section 5.04(e3.4(a), each Participant's Capital Account balance shall be increased by the sum of (i) the amount such Participant is intended obligated to constitute a qualified income offset under restore pursuant to any provision of the Agreement, and (ii) the amount such Participant is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5). (b) The "minimum gain chargeback" and "partner minimum gain chargebaok" provisions of Treasury Regulation Sections 1.704-2(f) and 1.704-2(i)(4), respectively, are incorporated herein by reference and shall be given effect. In accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and 2(i)(l), deductions attributable to a "partner nonrecourse liability" shall be interpreted consistently therewithallocated to the Participant that bears the economic risk of loss for such liability. (fc) In If the event that any Member has allocation of deductions to either Participant would cause such Participant to have a negative Adjusted deficit Capital Account balance at the end of any Fiscal Year, such Member shall be allocated items taxable year of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account tax partnership (after all other allocations provided for in this Section 5.04 Article III have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment and after giving effect to the adjusted tax basis adjustments described in subparagraph (a) of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of 3.4), such Member’s Membership Interest, the amount of such adjustment to Capital Accounts deductions 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 instead be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesOther Participant.

Regulatory Allocations. The following allocations shall be made in the following order: (a) Nonrecourse Deductions shall be allocated 87.5% to the Members holders of Series A Units in accordance with proportion to their respective Class A Unit Sharing Percentages and 12.5% to the holders of Series B Units pro rata in proportion to their respective Class B Unit Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(b8.02(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year Period (or if there was a net decrease in Minimum Gain for a prior Fiscal Year Period and the Company did not have sufficient amounts of income and gain during prior years periods to allocate among the Members under this Section 5.04(c8.02(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 pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c8.02(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(c8.02(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Year Period (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year Period and the Company did not have sufficient amounts of income and gain during prior years periods to allocate among the Members under this Section 5.04(d8.02(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 5.04(d8.02(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Sections 5.04(cSection 8.02(a) and Section 5.04(d8.02(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such allocation would cause such Member to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account) at the end of such Fiscal Period. All Losses and other items of loss and expense in excess of the limitation set forth in this Section 8.02(e) shall be allocated to the Members who do not have a deficit balance in their Adjusted Capital Accounts in proportion to their relative positive Adjusted Capital Accounts but only to the extent that such Losses and other items of loss and expense do not cause any such Member to have a deficit in its Adjusted Capital Account. (dealing with Minimum Gain f) Notwithstanding any provision hereof to the contrary except Section 8.02(c), Section 8.02(d) and Member Nonrecourse Debt Minimum Gain)Section 8.02(e) of this Agreement, 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 YearPeriod) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible; provided that, an allocation pursuant to this Section 8.02(f) shall be made only if and to the extent that such Member would have deficit Adjusted Capital Account balance after all other allocations provided for in this Article VIII have been tentatively made as if this Section 8.02(f) were not in this Agreement. This Section 5.04(e8.02(f) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (fg) In the event that any Member has a negative deficit balance in its Adjusted Capital Account at the end of any Fiscal YearPeriod, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f8.02(g) shall be made only if and to the extent that such Member would have a negative Adjusted deficit balance in its Capital Account after all other allocations provided for in this Section 5.04 Article VIII have been tentatively made as if Section 8.02(f) and this Section 5.04(f8.02(g) were not in this Agreement. (gh) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership InterestUnits, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (i) If any Class B Units held by any holder of Class B Units are forfeited or redeemed by the Company, such holder shall be allocated items of loss and deduction in the Fiscal Period of such forfeiture or redemption in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units reduced, but not below zero, by the amount of any redemption price paid by the Company for such Units. (j) If, as a result of an exercise of a noncompensatory warrant or option to acquire an interest in the Company, a Capital Account reallocation is required under Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3) (as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations), the Company shall make corrective allocations pursuant to Proposed Treasury Regulation Section 1.704-1(b)(4)(x), as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations.

Regulatory Allocations. The following allocations shall be made in Notwithstanding the following orderprovisions of Section 9.2: (a) Nonrecourse Deductions In order to comply with Treasury Regulations §§ 1.704-1(b) and 1.704-2, the minimum gain chargeback requirements in Treasury Regulations §§ 1.704-2(f) and 1.704-2(i)(4) are hereby incorporated in this Agreement. In addition, notwithstanding anything else in this Article 9, (i) deductions associated with Company nonrecourse liabilities described in Treasury Regulations § 1.704-2(c), and any “excess non-recourse liabilities” (as defined in Treasury Regulation Section 1.753-3), shall be allocated in accordance with Percentage Interests, and (ii) deductions associated with Member nonrecourse liabilities described in Treasury Regulations § 1.704-2(i)(1) shall be allocated to the Member or Members who bear the economic risk of loss with respect to the Member nonrecourse liability to which such deductions are attributable, in accordance with their respective Sharing PercentagesTreasury Regulations § 1.704-2(i). (b) If any Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to unexpectedly receives an adjustment, allocation or distribution of the Members bearing the Economic Risk of Loss for type contemplated by Treasury Regulations § 1.704-1(b)(2)(ii)(d)(4), (5) and (6) that causes 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 5.04(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 5.04(c)an Adjusted Capital Account deficit, items of income and gain shall be allocated to each Member all such Members (in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof proportion to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(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 Yeartheir respective Adjusted Capital Account deficits) in an amount and manner sufficient to eliminate any the deficit balance balances in such Member’s Members’ Capital Accounts that are in excess of such Members’ respective Adjusted Capital Account deficits, as quickly as possible. This Section 5.04(e) It is intended to constitute that this Section 9.3(b) qualify and be construed as a “qualified income offset under offset” within the meaning of Treasury Regulation Section Regulations § 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 ). The allocations provided in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f9.3(b) shall be made only if and to the extent that such Member would have a negative deficit in its Adjusted Capital Account after all other allocations provided for in this Section 5.04 9.3 have been tentatively made as if this Section 5.04(f9.3(b)(i) were was not in this Agreement. (gc) If the allocation of Losses (or items of loss or deduction) to a Member as provided in Section 9.2 hereof would create or increase an Adjusted Capital Account deficit, there shall be allocated to such Member only that amount of Losses (or items of loss or deduction) as will not create or increase an Adjusted Capital Account deficit. The Losses (or items of loss or deduction) that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members in accordance with their relative Percentage Interests, subject to the limitations of this Section 9.3(c). (d) To the extent an adjustment to the adjusted tax basis of any Company properties Asset pursuant to Code Section 734(b) or Code Section 743(b) is required required, pursuant to Treasury Regulation Section Regulations §§ 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) ), to be taken into account in determining Capital Accounts as the result of a distribution to any a Member in complete liquidation of such Member’s Membership Interestits Units, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event that Treasury Regulation Section Regulations § 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member Members to whom such distribution was made if in the event that Treasury Regulation Section Regulations § 1.704-1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. The following allocations shall be made Notwithstanding any other provision in this Section 10 to the contrary, in order to comply with the rules set forth in the Regulations for (i) allocations of income, gain, loss and deductions attributable to nonrecourse liabilities, and (ii) partnership allocations where partners are not liable to restore deficit capital accounts, the following orderrules shall apply: (a1) Nonrecourse Deductions shall be allocated to “Partner nonrecourse deductions” as described and defined in Section 1.704-2(i)(l) and (2) of the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions Regulations attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt a particular “partner nonrecourse liability” (as determined under Treasury Regulation defined in Section 1.704-2(b)(4). If ; e.g., a Company liability which one or 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 Members have guaranteed) shall be allocated among the Members according to in the ratio in which they the Members bear the Economic Risk economic risk of Loss. This Section 5.04(b) is intended loss with respect to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.such liability; (c2) 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 Items of Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(c), items of gross income and gain shall be allocated among the Members to each Member in an amount equal the extent necessary to such Member’s share of comply with the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section rules for nonrecourse liabilities set forth in Sections 1.704-2(f) and shall be interpreted consistently therewith.1,704-2(i)(4) of the Regulations; and (d3) Notwithstanding any provision hereof to the contrary except Section 5.04(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 Items of Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(d), items of gross income and gain shall be allocated among the Members to each Member the extent necessary to comply with the qualified income offset provisions set forth 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 5.04(d1 (b)(2)(ii)(d) is intended of the Regulations, relating to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation unexpected deficit capital account balances (after taking into account (i) all capital account adjustments prescribed in Section 1.704-2(i)(4l(b)(2)(ii)(d) of the Regulations and (ii) each Member’s share, if any, of the Company’s partnership minimum gain and partner nonrecourse minimum gain as provided in Sections 1.704-2(g)(l) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(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), (52(i)(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possibleRegulations. This Section 5.04(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 Since 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 in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 set forth in this Section 5.04 have been tentatively made as if this Section 5.04(f10(d) were (the “Regulatory Allocations”) may effect results not consistent with the manner in this Agreement. (g) To which the extent an adjustment Members intend to the adjusted tax basis of any divide Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interestdistributions, the amount Managing Member is authorized to divide other allocations of such adjustment net profits, net losses, and other items among the Members so as to Capital Accounts shall prevent the Regulatory Allocations from distorting the manner in which distributions would be treated as an item of gain (if divided among the adjustment increases the basis Members under Section 12 but for application of the asset) Regulatory Allocations. The Managing Member shall have discretion to accomplish this result in any reasonable manner that is consistent with Section 704 of the Code and the related Regulations. The Members may agree, by unanimous written consent, to make any election permitted by the Regulations under Section 704 of the Code that may reduce or loss (if the adjustment decreases such basis) and such gain or loss shall eliminate any Regulatory Allocation that would otherwise be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesrequired.

Regulatory Allocations. The following allocations shall be made in the following order: (a) Nonrecourse Deductions Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Treasury Regulations §1.704-2(i)), if any, of the Company shall be allocated for each period to the Member that bears the economic risk of loss within the meaning of Treasury Regulations §1.704-2(i) and (ii) “nonrecourse deductions” (as defined in Treasury Regulations §1.704-2(b)) and “excess nonrecourse liabilities” (as defined in Treasury Regulations §1.752-3(a)), if any, of the Company shall be allocated to the Members in accordance with their respective Sharing PercentagesPercentage Interests. (b) Member Nonrecourse Deductions attributable This Agreement shall be deemed to Member Nonrecourse Debt include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Code §704(b). Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Members bearing the Economic Risk of 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 on a priority basis to the ratio extent and in which they bear the Economic Risk of Loss. This Section 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewithmanner required by such provisions. (c) Notwithstanding any other provision hereof To the extent that Net Loss or items of loss or deduction otherwise allocable to a Member hereunder would cause such Member to have an Adjusted Capital Account Deficit as of the contraryend of the taxable year to which such Net Loss, if there is a net decrease in Minimum Gain for a Fiscal Year or items of loss or deduction, relate (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and after taking into account the Company did not have sufficient amounts allocation of income and gain during prior years to allocate among the Members under this Section 5.04(c), all items of income and gain for such taxable period), such Net Loss, or items of loss or deduction, shall not be allocated to such Member and instead shall be allocated to each the Members in accordance with Section 5.4 as if such Member in an amount equal were not a Member and prior to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation any allocation under Section 1.704-2(g)(25.5(d)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding If any provision hereof to the contrary except Section 5.04(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 5.04(d), items of income and gain shall be allocated to each Member in has 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 5.04(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 Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 Deficit at the end of any Fiscal Yeartaxable year, each such Member shall be specially allocated items of Company income and gain in the amount of such deficit excess as quickly as possible; , provided that an allocation pursuant to this Section 5.04(f5.5(d) shall be made only if and to the extent that such Member would have a negative an Adjusted Capital Account Deficit in excess of such sum after all other allocations provided for in this Section 5.04 ARTICLE V have been tentatively made as if this the “qualified income offset provision” described in Section 5.04(f5.5(b) did not apply and Section 5.5(d) were not in this Agreement. (ge) To the extent an adjustment Any allocations required to the adjusted tax basis of any Company properties be made pursuant to Code Section 734(b5.5(a) or Code through Section 743(b5.5(d) is required pursuant (the “Regulatory Allocations”) (other than allocations, the effects of which are likely to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2be offset in the future by other Regulatory Allocations) or 1.704-1(b)(2)(iv)(m)(4) to shall be taken into account account, to the extent permitted by the Treasury Regulations, in determining Capital Accounts as computing subsequent allocations of income, gain, loss or deduction pursuant to Section 5.4 so that the result net amount of any items so allocated and all other items allocated to each Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 5.4 had such Regulatory Allocations under this Section 5.5 not occurred. (f) It is intended that prior to a distribution to any Member in complete of the proceeds from a liquidation of such Member’s Membership Interestthe Company pursuant to Section 5.2, the amount positive Capital Account balance of such adjustment to Capital Accounts each Member shall be treated as an item equal to the amount that such Member is entitled to receive pursuant to Section 11.3. Accordingly, notwithstanding anything to the contrary in this ARTICLE V, to the extent permissible under Code §704(b) and the Treasury Regulations thereunder, Net Profit and Net Loss and, if necessary, items of gain (if the adjustment increases the basis gross income and gross deductions, of the assetCompany for the year of liquidation of the Company (or, if earlier, the year in which all or substantially all of the Company’s assets are sold, transferred or disposed of) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated among the Members so as to bring the positive Capital Account balance of each Member as close as possible to the Members amount that such Member would receive if the Company were liquidated and all the proceeds were distributed in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies11.3.

Regulatory Allocations. The following allocations rules of this section 5.4 shall be made in apply notwithstanding the following order:provisions of section 5.2. (a) Nonrecourse Deductions deductions (within the meaning of the Regulations) shall be allocated to the Members in accordance with proportion to their respective Sharing Residual Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to If for the Members bearing the Economic Risk of 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 5.04(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 subject Accounting Period there is a net decrease in Minimum Gain for a Fiscal Year the Company’s partnership minimum gain (within the meaning of the Regulations), then, except to the extent permitted by clause 2(f)(2), (3), (4) or if there was a net decrease in Minimum Gain for a prior Fiscal Year and (5) of the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(c)Regulations, items of income and gain for such Accounting Period (and, if necessary, subsequent Accounting Periods) shall be allocated to each Member in an amount equal to the extent of such Member’s share of the such net decrease in such Minimum Gain (as determined calculated pursuant to Treasury Regulation Section 1.704-2(g)(2the Regulations)). This Section 5.04(c) is , the order of such allocations and the particular items comprising such amounts being determined in the manner described in the Regulations (this provision being intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(fprovision within the meaning of the Regulations). (c) Partner nonrecourse deductions (within the meaning of clauses 2(i)(1) and 2(i)(2) of the Regulations, applied after taking section 5.3 into account) shall be interpreted consistently therewithallocated as prescribed by clause 2(i)(1) of the Regulations. (d) Notwithstanding any provision hereof to If for the contrary except Section 5.04(c) (dealing with Minimum Gain), if subject Accounting Period there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Year the Company’s partner nonrecourse debt minimum gain (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and within the Company did not have sufficient amounts meaning of income and gain during prior years the Regulations, applied after taking section 5.3 into account), then, except to allocate among the Members under this Section 5.04(d)extent permitted by clause 2(i)(4) of the Regulations, items of income and gain for such Accounting Period (and, if necessary, subsequent Accounting Periods) shall be allocated to each Member in an amount equal to the extent of such Member’s share of the such net decrease in Member Nonrecourse Debt Minimum Gain (as determined calculated pursuant to Treasury Regulation Section 1.704-2(i)(4the Regulations)). This Section 5.04(d) is , the order of such allocations and the particular items comprising such amounts being determined in the manner described in the Regulations (this provision being intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-conform to the requirements of clause 2(i)(4) and shall be interpreted consistently therewithof the Regulations). (e) Notwithstanding any provision hereof For purposes of this section 5.4, capital accounts shall be reduced by all distributions prior to the contrary except Sections 5.04(c) and Section 5.04(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 end of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 therewithAccounting Period involved. (f) In the event that any Member has a negative Adjusted Capital Account at the end of any Fiscal Year, such Member Depreciation recapture income shall be allocated items in accordance with the principles of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this AgreementTreasury Regulations section 1.1245-1(e). (g) To For purposes of calculating Members’ shares of “excess nonrecourse liabilities” of the extent an adjustment to Company (within the adjusted tax basis meaning of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704Treas. Reg. §1.752-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest3), the amount of such adjustment to Capital Accounts shall Members intend that they be treated considered as an item of gain (if the adjustment increases the basis sharing profits of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated Company in proportion to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliestheir respective Residual Percentages.

Regulatory Allocations. The Notwithstanding the provisions of Section 3.3 to the contrary, the following special allocations shall be made in given effect for purposes of maintaining the following order:parties' Capital Accounts. (a) Nonrecourse Deductions shall be allocated to the Members If either party unexpectedly receives any adjustments, allocations, or distributions described in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section Sections 1.704-2(b)(41(b)(2)(ii)(d)(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 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i1(b)(2)(ii)(d)(5) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof to the contraryor 1.704-1(b)(2)(ii)(d)(6), if there is which result in 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 5.04(c)deficit Capital Account balance, items of income and gain shall be specially allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(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) party in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted eliminate, to the extent required by the Treasury Regulations, the Capital Account deficit of such party as quickly as possible. This For the purposes of this Section 5.04(e3.4(a), each party's Capital Account balance shall be increased by the sum of (i) the amount that party is intended obligated to constitute a qualified income offset under restore pursuant to any provision of the Agreement, and (ii) the amount that party is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5). (b) The "minimum gain chargeback" and "partner minimum gain chargeback" provisions of Treasury Regulation Sections 1.704-2(f) and 1.704-2(i)(4), respectively, are incorporated herein by reference and shall be given effect. In accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and 2(i)(1), deductions attributable to a "partner nonrecourse liability" shall be interpreted consistently therewithallocated to the party that bears the economic risk of loss for such liability. (fc) In If the event that any Member has allocation of deductions to either party would cause such party to have a negative Adjusted deficit Capital Account balance at the end of any Fiscal Year, such Member shall be allocated items taxable year of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(ftax partnership (d) 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 5.04 Article III have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment and after giving effect to the adjusted tax basis adjustments described in subparagraph (a) of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of 3.4), such Member’s Membership Interest, the amount of such adjustment to Capital Accounts deductions 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 instead be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesother party.

Regulatory Allocations. The Notwithstanding any other provisions of this Section 6.2, the following special allocations shall be made in the following orderfor each taxable period: (a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (ci) Notwithstanding any other provision hereof to the contraryof this Section 6.2, 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 during any taxable period, each Member shall be allocated items of Company did not have sufficient amounts of income and gain during prior years to allocate among for such period (and, if necessary, subsequent periods) in the Members under manner and amounts provided in Treasury Regulation Sections 1.704- 2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 5.04(c6.2(b), items each Member’s Capital Account shall be determined, and the allocation of income and or gain required hereunder shall be allocated effected, prior to each Member in an amount equal the application of any other allocations pursuant to this Section 6.2(b) with respect to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2))taxable period. This Section 5.04(c6.2(b)(i) is intended to constitute a comply with the minimum gain chargeback under requirement in Treasury Regulation Section 1.704-1.704- 2(f) and shall be interpreted consistently therewith. (dii) Notwithstanding any provision hereof to the contrary except other provisions of this Section 5.04(c) 6.2 (dealing with Minimum Gainother than Section 6.2(b)(i)), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for during any taxable period, any Member with a Fiscal Year (or if there was a net decrease in share of Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and at the beginning of such taxable period shall be allocated items of Company did not have sufficient amounts of income and gain during prior years to allocate among for such period (and, if necessary, subsequent periods) in the Members under this Section 5.04(d), items of income manner and gain shall be allocated to each Member amounts provided 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) and (j)(2)(ii). For purposes of this Section 6.2(b), each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.2(b), other than Section 6.2(b)(i), with respect to such taxable period. This Section 5.04(d6.2(b)(ii) is intended to constitute a comply with the partner nonrecourse debt minimum gain chargeback under requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (eiii) Notwithstanding any provision hereof to the contrary except Except as provided in Sections 5.04(c6.2(b)(i) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain6.2(b)(ii), a Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4l(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 Yeartaxable year) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possiblepossible provided that an allocation pursuant to this Section 6.2(b)(iii) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account after all allocations provided for in this Article 6 have been tentatively made as if this Section 6.2(b)(iii) were not in this Agreement. This Section 5.04(e6.2(b)(iii) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d1 (b)(2)(ii)(d) and shall be interpreted consistently therewith. (fiv) In the event that any Member has a negative deficit balance in its Adjusted Capital Account at the end of any Fiscal Yeartaxable year, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f6.2(b)(iv) shall be made only if and to the extent that such Member would have a negative deficit balance in its Adjusted Capital Account after all other allocations provided for in this Section 5.04 Article 6 have been tentatively made as if Section 6.2(b)(iii) and this Section 5.04(f6.2(b)(iv) were not in this Agreement. (gv) To the extent an adjustment to the adjusted tax basis of any Company properties property pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4l(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Regulation Section 1.7041. 704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4l(b)(2)(iv)(m)(4) applies. (vi) If, as a result of an exercise of a noncompensatory option or warrant, a Capital Account reallocation is required under Proposed Treasury Regulation Section 1.704-l(b)(2)(iv)(s)(3) (as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations), the Company shall make corrective allocations pursuant to Proposed Treasury Regulation Section 1.704-l(b)(4)(x), as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations. (vii) If any holder of Management Units or Profits Units forfeits all or a portion of such Units, the Company shall make forfeiture allocations to such holder in the manner and to the extent required by Proposed Treasury Regulation Section 1.704-1(b)(4)(xii) (as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations). (viii) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their relative Nonrecourse Deduction Shares. (ix) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that 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 Regulation Section 1.704-2(i). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.

Regulatory Allocations. The Notwithstanding the provisions of Paragraph 3.3 to the contrary, the following special allocations shall be made in given effect for purposes of maintaining the following order:Participants’ Capital Accounts. (a) Nonrecourse Deductions shall be allocated to the Members If either Participant unexpectedly receives any adjustments, allocations, or distributions described in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section Treas. Reg. Sections 1.704-2(b)(41(b)(2)(ii)(d)(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 5.04(b1.704- 1(b)(2)(ii)(d)(5) is intended to comply with the provisions of Treasury Regulation Section or 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof to the contrary1(b)(2)(ii)(d)(6), if there is which result in 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 5.04(c)deficit Capital Account balance, items of income and gain shall be specially allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(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) Participant in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted eliminate, to the extent required by the Treasury Regulations, the Capital Account deficit of such Participant as quickly as possible. This Section 5.04(eFor the purposes of this Paragraph, each Participant’s Capital Account balances shall be increased by the sum of (i) the amount such Participant is intended obligated to constitute a qualified income offset under Treasury Regulation Section restore pursuant to any provision of the Agreement, and (ii) the amount such Participant is deemed to be obligated to restore pursuant to the penultimate sentences of Treas. Reg. Sections 1.704-1(b)(2)(ii)(d2(g)(1) and 1.704-2(i)(5). (b) The “minimum gain chargeback” and “partner minimum gain chargeback” provisions of Treas. Reg. Sections 1.704-2(f) and 1.704-2(i)(4), respectively, are incorporated herein by reference and shall be interpreted consistently therewithgiven effect. In accordance with Treas. Reg. Section 1. 704-2(i)(1), deductions attributable to a “partner nonrecourse liability” shall be allocated to the Participant that bears the economic risk of loss for such liability. (fc) In If the event that any Member has allocation of deductions to either Participant would cause such Participant to have a negative Adjusted deficit Capital Account balance at the end of any Fiscal Year, such Member shall be allocated items taxable year of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account tax partnership (after all other allocations provided for in this Section 5.04 Article III have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment and after giving effect to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account adjustments described in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of Subparagraph 3.4(a)), such Member’s Membership Interest, the amount of such adjustment to Capital Accounts deductions 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 instead be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesother Participant.

Regulatory Allocations. The following allocations shall be made in the following order: (a) Nonrecourse Deductions Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Regulations Section 1.704 2(i)), if any, of the Company shall be allocated for each period to the Member that bears the economic risk of loss within the meaning of Regulations Section 1.704-2(i) and (ii) “nonrecourse deductions” (as defined in Regulations Section 1.704 2(b)) and “excess nonrecourse liabilities” (as defined in Regulations Section 1.752-3(a)), if any, of the Company shall be allocated to the Members in accordance with their respective Sharing PercentagesPercentage Interests. (b) Member Nonrecourse Deductions attributable This Agreement shall be deemed to Member Nonrecourse Debt include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Members bearing the Economic Risk of 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 on a priority basis to the ratio extent and in which they bear the Economic Risk of Loss. This Section 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewithmanner required by such provisions. (c) Notwithstanding any other provision hereof To the extent that Net Loss or items of loss or deduction otherwise allocable to a Member hereunder would cause such Member to have an Adjusted Capital Account Deficit as of the contraryend of the taxable year to which such Net Loss, if there is a net decrease in Minimum Gain for a Fiscal Year or items of loss or deduction, relate (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and after taking into account the Company did not have sufficient amounts allocation of income and gain during prior years to allocate among the Members under this Section 5.04(c), all items of income and gain for such taxable period), such Net Loss, or items of loss or deduction, shall not be allocated to such Member and instead shall be allocated to each the Members in accordance with Section 6.01 as if such Member in an amount equal to such were not a Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding If any provision hereof to the contrary except Section 5.04(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 5.04(d), items of income and gain shall be allocated to each Member in has 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 5.04(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 Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 Deficit at the end of any Fiscal Yeartaxable year, each such Member shall be specially allocated items of Company income and gain in the amount of such deficit the Adjusted Capital Account Deficit as quickly as possible; , provided that an allocation pursuant to this Section 5.04(f6.02(d) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account Deficit after all other allocations provided for in this Section 5.04 Article VI have been tentatively made as if Section 6.02(c) and this Section 5.04(f6.02(d) were not in this Agreement. (ge) To the extent an adjustment Any allocations required to the adjusted tax basis of any Company properties be made pursuant to Code Section 734(bSections 6.02(a)-(d) or Code Section 743(b(the “Regulatory Allocations”) is required pursuant (other than allocations, the effects of which are likely to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2be offset in the future by other Regulatory Allocations) or 1.704-1(b)(2)(iv)(m)(4) to shall be taken into account account, to the extent permitted by the Regulations, in determining Capital Accounts as computing subsequent allocations of income, gain, loss or deduction pursuant to Section 6.01 so that the result net amount of a distribution any items so allocated and all other items allocated to any each Member in complete liquidation of such Member’s Membership Interestshall, to the extent possible, be equal to the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be that would have been allocated to the Members in accordance with Treasury Regulation each Member pursuant to Section 1.704-1(b)(2)(iv)(m)(2) if 6.01 had such Regulatory Allocations under this Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies6.02 not occurred.

Regulatory Allocations. The Notwithstanding the provisions of Section 5.1 above, the following allocations of Profits and Losses of a Series to the Partners of such Series and items thereof shall be made in the following order:order of priority:‌ (aA) Nonrecourse Deductions Items of income or gain for any taxable period shall be allocated to the Members Partners of such Series in the manner and to the minimum extent required by the “minimum gain chargeback” provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). B) All “nonrecourse deductions” (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the relevant Series for any year shall be allocated to the Partners of such Series in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions Capital Contributions with respect to such Series’ Investments; provided, however, that nonrecourse deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt “partner nonrecourse debt” (as determined under defined in 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 Partners in which they bear the Economic Risk of Loss. This Section 5.04(b) is intended to comply accordance with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith2(i)(1). (cC) 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 Items of income and or gain during prior years to allocate among the Members under this Section 5.04(c), items of income and gain such Series for any taxable period shall be allocated to each Member the Partners of such Series in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) manner and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 extent required by the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(e) is intended to constitute a “qualified income offset under offset” provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). D) In no event shall Losses of a Series be allocated to a Partner of such Series if such allocation would cause or increase a negative balance in such Partner’s Capital Account (determined for purposes of this Section 5.3D) only, by increasing the Partner’s Capital Account balance by the amount the Partner is obligated to restore to that Series pursuant to Treasury‌ Regulation Section 1.704-1(b)(2)(ii)(c) 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 in the amount of such deficit as quickly as possible; provided the Partner is deemed obligated to restore to that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required Series pursuant to Treasury Regulation Section Sections 1.704-1(b)(2)(iv)(m)(22(g)(1) or and 1.704-1(b)(2)(iv)(m)(42(i)(5)). E) If items of income, gain, loss or deduction of such Series are allocated to one or more Partners of such Series pursuant to any of clauses (a) through (d) above (the “Original Allocation”), subsequent items of income, gain, loss or deduction shall first be allocated (subject to the provisions of clauses (a) through (d)) to the Partners of such Series in a manner designed to result in each Partner in such Series having a Capital Account balance equal to what it would have been had the Original Allocation not occurred; provided, however, that no such allocation shall be taken into account made pursuant to this clause (e) if (i) the Original Allocation had the effect of offsetting a prior Original Allocation or (ii) the Original Allocation likely (in determining Capital Accounts the opinion of the Series’ accountants) will be offset by another Original Allocation in the future (e.g., an Original Allocation of “nonrecourse deductions” under clause (b) that likely will be offset by a subsequent “minimum gain chargeback” under clause (a)).‌ F) If the Series General Partner determines, in its discretion, that, based on tax or regulatory reasons or any other reason as to which the result General Partner and a Limited Partner of a distribution that Series agree, any Limited Partner should not participate in the Profits or Losses of such Series, if any, attributable to any Member Investment or to any other transaction, such Profits and Losses may be set forth in complete liquidation of a separate memorandum account, in which event such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss Profits and/or Losses shall be allocated only to the Members Capital Accounts of the Partners of that Series to whom such reasons do not apply in accordance with Treasury Regulation Sections 5.1 and 5.3. Notwithstanding Section 1.7045.6, (i) no distributions with respect to an Investment shall be made to any such non-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.participating Limited Partner and

Regulatory Allocations. The Notwithstanding the foregoing provisions of this Article 5, the following special allocations shall be made in the following orderorder of priority: (a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). 5.2.1 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 5.04(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 Company Minimum Gain for during a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and Company taxable year, then, to the extent required by Regulations Section 1.704-2(f), each Member shall be allocated items of Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(c)for such taxable year (and, items of income and gain shall be allocated to each Member if necessary, for subsequent years) in an amount equal to such Member’s share of the net decrease in such Company Minimum Gain (as Gain, determined pursuant to Treasury Regulation in accordance with Regulations Section 1.704-2(g)(2)). This Section 5.04(c) 5.2.1 is intended to constitute a comply with the minimum gain chargeback under Treasury Regulation requirement of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(c) (dealing with Minimum Gain), if 5.2.2 If there is a net decrease in Member Nonrecourse Debt Minimum Gain for attributable to a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain for a prior Fiscal Year and attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall, to the extent required by Regulations Section 1.704-2(i)(4), be specially allocated items of Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(d)for such taxable year (and, items of income and gain shall be allocated to each Member if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as attributable to such Member Nonrecourse Debt, determined pursuant to Treasury Regulation in a manner consistent with the provisions of Regulations Section 1.704-2(i)(4)2(g)(2). This Section 5.04(d) 5.2.2 is intended to constitute a comply with the partner nonrecourse debt minimum gain chargeback under Treasury Regulation requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding 5.2.3 If any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation allocation, or distribution described in Treasury Regulation of the type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated ), and after receiving such adjustment, allocation, or distribution, such Member has an Adjusted Capital Account Deficit, items of income and gain shall be allocated to all such Members (consisting in proportion to the amounts of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Yeartheir respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate any deficit balance in such Member’s the Adjusted Capital Account Deficit of such Member as quickly as possible. This Section 5.04(e) 5.2.3 is intended to constitute a “qualified income offset under Treasury Regulation offset” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (f) In 5.2.4 If the event that any allocation of Net Loss to a Member has a negative as provided in Section 5.1 would create or increase an Adjusted Capital Account at Deficit for such Member, 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 end application of any Fiscal Yearthe preceding sentence, otherwise be allocated to such Member shall be allocated items to the other Members in accordance with their relative Percentage Interests, subject to the limitations of Company income and gain in this Section 5.2.4. If, after the allocation of Net Loss pursuant to the preceding two sentences, no additional amount of Net Loss can be allocated to any Member without creating or increasing an Adjusted Capital Account Deficit for such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f) Member, then Net Loss shall be made only if allocated to the Members in accordance with their relative Percentage Interests. This Section 5.2.4 is intended to implement the alternate test for economic effect set forth in Regulations Section 1.704-1(b)(2)(ii)(d) and to shall be interpreted consistently therewith. 5.2.5 To the extent that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties Asset pursuant to Code Section 734(b) or Code Section 743(b) is required required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4) ), to be taken into account in determining Capital Accounts as the result of a distribution to any a Member in complete liquidation of such Member’s Membership Interestits 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 to the Members in accordance with Treasury Regulation their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member Members to whom such distribution was made if Treasury Regulation in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. 5.2.6 The Nonrecourse Deductions for each taxable year of the Company shall be allocated to the Members in proportion to their Percentage Interests. 5.2.7 The Member Nonrecourse Deductions shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of Regulations Section 1.752-2) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. 5.2.8 The allocations set forth in Sections 5.2.1, 5.2.2, 5.2.3, 5.2.4, 5.2.5, 5.2.6 and 5.2.7 (the “Regulatory Allocations”) are intended to comply with certain requirements of Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 5.1.2, the Regulatory Allocations shall be taken into account by the Members in specially allocating other items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. In exercising its discretion under this Section 5.2.8, the Members shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made.

Regulatory Allocations. The Notwithstanding the provisions of Section 5.01 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following orderorder of priority: (a) Nonrecourse Deductions Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii) and (iii) of the definition of "Net Profits and Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the LLC for any year shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions Percentage Interests; provided, however, that nonrecourse deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt "partner nonrecourse debt" (as determined under defined in 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 to the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 5.04(b) is intended to comply accordance with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith2(i)(1). (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 Items of income and or gain during prior years to allocate among (computed with the Members under this Section 5.04(cadjustments contained in paragraphs (i), items (ii) and (iii) of income the definition of "Net Profits and gain Net Losses") for any taxable period shall be allocated to each the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(D). (d) In no event shall Net Losses of the LLC be allocated to a Member if such allocation would cause or increase a negative balance in an amount equal to such Member’s share 's Adjusted Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the net decrease in such Minimum Gain (as determined Member's Adjusted Capital Account balance by the amount the Member is obligated to restore to the LLC pursuant to Treasury Regulation Section 1.704-2(g)(21(b)(2)(ii)(c)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Except as otherwise provided herein or as required by Code Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain)704, a Member who unexpectedly receives an adjustmentfor tax purposes, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated all items of income and gain (consisting of a pro rata portion of each item of income, including gross incomegain, and gain for the Fiscal Year) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 Yearloss, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) deduction or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss credit shall be allocated to the Members in accordance with Treasury Regulation the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the LLC differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies704(c).

Regulatory Allocations. (a) The Members intend that the allocations pursuant to this Section 9.4 shall be equivalent to allocations that are or are deemed to be in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.4 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.3, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.4(b) shall instead be made to other Members pursuant to Section 9.3 to the extent not inconsistent with this Section 9.4(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.4(b), such allocations shall be made in the following order: (a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt Section 9.3, as determined under Treasury Regulation applicable, notwithstanding this Section 1.704-2(b)(49.4(b). If more than one Member bears the Economic Risk Allocations of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable Profits following any allocations of Losses subject to such Member Nonrecourse Debt this Section 9.4(b) shall be allocated among the Members according in a manner so as to offset the allocations of Losses previously made to the ratio in which they bear the Economic Risk of Loss. This Members pursuant to this Section 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith9.4(b). (c) Notwithstanding A Member’s “Adjusted Capital Account” at any other provision hereof to time shall mean such Member’s Capital Account at such time increased by the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year sum of (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and a) the Company did not have sufficient amounts amount of income and gain during prior years to allocate among the Members under this Section 5.04(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 partnership minimum gain (as determined pursuant to Treasury defined in Regulation Section §1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f2(g)(l) and shall be interpreted consistently therewith. (d3)) Notwithstanding any provision hereof to and (b) the contrary except Section 5.04(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 amount of income and gain during prior years to allocate among the Members under this Section 5.04(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 5.04(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury (as defined in Regulation Section §1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain2(i)(5)), a Member who unexpectedly receives an adjustmentand decreased by reasonably expected adjustments, allocation or distribution allocations and distributions described in Treasury Regulation Section 1.704-§§ 1.704 1(b)(2)(ii)(d)(4), (5) or and (6). (d) shall be allocated Except to the extent otherwise required by the Code and Treasury Regulations, if one or more Percentage Interests in the Company is transferred in any taxable year, the items of income and gain (consisting of a pro rata portion of each item of income, including gross incomegain, loss, deduction and gain credit allocable to such Percentage Interests for such taxable year shall be apportioned between the Fiscal Year) transferor and the transferee in an amount and manner sufficient proportion to eliminate any deficit balance the number of days in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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, taxable year such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis Percentage Interests are held by each of the assetthem, except, that if they agree between themselves and so notify the Company within 30 days after the transfer, then at their option and expense, (i) all items or loss (if the adjustment decreases such basisii) and such gain or loss shall extraordinary items, may be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if person that held such Section applies, Percentage Interests on the date such items were realized or to incurred by the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesCompany.

Regulatory Allocations. The following allocations shall be made in the following order: (a) Nonrecourse Deductions shall be allocated Subject to the Members exceptions stated in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(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 5.04(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 pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section Sections 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(c) (dealing with Minimum Gain1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Company Minimum Gain for a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for during 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 5.04(d)fiscal year, each Member will be specially allocated items of income and gain shall be allocated to each Member for the year (and, if necessary, for subsequent years) in an amount equal to such the Member’s 's share of the net decrease in Member Nonrecourse Debt Minimum Gain during the year (as which share of the net decrease will be determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 5.04(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section Sections 1.704-2(i)(42(g)(2) and shall 1.704-2(i)(5), respectively). The Members intend that this Section 1.6 (a) complies with the "minimum gain chargeback" requirements in Treasury Regulation Sections 1.704-2(f) and 1.704-2(i) and will be interpreted consistently therewith. (eb) Notwithstanding any provision hereof Any Nonrecourse Deductions will be specially allocated to the contrary except Sections 5.04(cMembers in accordance with the Members' Member Percentages. (c) and Section 5.04(d) (dealing with Minimum Gain and Any Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation or distribution described Deductions will be specially allocated to the Members as provided in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(42(i)(1). (d) If any Member unexpectedly receives any adjustments, (5allocations or distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4),(5) or (6) shall be allocated (modified as appropriate, by Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5)), items of Company income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year) fiscal year will be specially allocated to the Member in an amount and manner sufficient to eliminate eliminate, to the extent required by the Treasury Regulations, any deficit balance in such Member’s Adjusted Capital Account Deficit of the Member as quickly as possible. This Section 5.04(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 in the amount of such deficit as quickly as possible; provided provided, that an allocation pursuant to this Section 5.04(f1.6(d) shall of this Exhibit B will be --------- made only if and only to the extent that such the Member would have a negative an Adjusted Capital Account Deficit after all other allocations provided for in this Section 5.04 Exhibit B have been tentatively made as if this Section 5.04(f1.6(d) of --------- this Exhibit B were not in this the Agreement.. --------- (ge) To the extent an any adjustment to the adjusted tax basis of any Company properties asset pursuant to Code Section 734(b) or Code Section 743(b) is required required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) 1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts as Accounts, appropriate adjustments to the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members made in accordance with the Treasury Regulation Regulations. (f) The allocations provided for in this Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies1.6 of this Exhibit B (the "Regulatory Allocations"), or are intended to comply with --------- certain requirements of the Treasury Regulations. The Company can take the Regulatory Allocations into account in allocating other items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of the allocations of other items and the Regulatory Allocations to each Member will be equal to whom such distribution was made the net amount that would have been allocated to each the Member if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesthe Regulatory Allocations had not occurred.

Regulatory Allocations. The Notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following orderorder of priority: (a) Nonrecourse Deductions Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions Percentage Interests; provided, however, that nonrecourse deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt "partner nonrecourse debt" (as determined under defined in 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 to the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 5.04(b) is intended to comply accordance with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith2(i)(1). (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 Items of income and or gain during prior years to allocate among (computed with the Members under this Section 5.04(cadjustments contained in paragraphs (i), items (ii), (iii), (iv), (v) and (vi) of income the definition of "Net Profits" and gain "Net Losses") for any taxable period shall be allocated to each the Members in the manner and to the extent required by the "qualified income offset" provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in an amount equal to such Member’s share 's Capital Account (determined for purposes of this Section 5.02(d) only, by increasing the net decrease in such Minimum Gain (as determined Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f1(b)(2)(ii)(c) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof the amount the Member is deemed obligated to restore to the contrary except Section 5.04(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 5.04(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 Sections 1.704-2(g)(1) and 1.704-2(i)(5)) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-2(i)(4)). This Section 5.04(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(41(b)(2)(ii)(d)(4)(5) and shall be interpreted consistently therewith(6). (e) Notwithstanding any provision hereof to the contrary except Sections 5.04(c) and Except as otherwise provided herein or as required by Code Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain)704, a Member who unexpectedly receives an adjustmentfor tax purposes, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated all items of income and gain (consisting of a pro rata portion of each item of income, including gross incomegain, and gain for the Fiscal Year) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 Yearloss, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) deduction or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss credit shall be allocated to the Members in accordance with Treasury Regulation the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 1.704-1(b)(2)(iv)(m)(2704(c) if such Section applies, or to using any permitted method as selected by the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesBoard of Managers in their sole discretion.

Regulatory Allocations. The following allocations shall be made Notwithstanding any other provision in Sections 3.05 and 3.06 to the contrary, to comply with the rules set forth in the following orderRegulations for: (a) Nonrecourse Deductions shall be allocated allocations of income, gain, loss and deductions attributable to the Members in accordance with their respective Sharing Percentages.nonrecourse liabilities, and (b) Member Nonrecourse Deductions partnership allocations where partners are not liable to restore deficit capital accounts, the following rules shall apply: (i) “Partner nonrecourse deductions” as described and defined in Regulation Sections 1.704-2(i)(1) and 1.704-2(i)(2) attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt a particular “partner nonrecourse liability” (as determined under Treasury defined in Regulation Section 1.704-2(b)(4). If ; e.g., a Company liability which one or 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 Members have guaranteed) shall be allocated among the Members according to in the ratio in which they the Members bear the Economic Risk economic risk of Loss. This Section 5.04(b) is intended loss with respect to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.such liability; (cii) 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 5.04(c), items of Company gross income and gain shall be allocated among the Members to each Member in an amount equal the extent necessary to such Member’s share of comply with the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury rules for nonrecourse liabilities set forth in Regulation Section Sections 1.704-2(f) and shall be interpreted consistently therewith.1.704-2(i)(4); and (diii) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(d), items of Company gross income and gain shall be allocated among the Members to each Member the extent necessary to comply with the qualified income offset provisions set forth 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 5.04(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 Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain1(b)(2)(ii)(d), a Member who unexpectedly receives an adjustment, allocation or distribution described relating to unexpected deficit capital account balances (after taking into account (A) all capital account adjustments prescribed 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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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. (fB) In each Member’s share, if any, of the event that any Member has a negative Adjusted Capital Account at Company’s partnership minimum gain and partner nonrecourse minimum gain as provided in Regulation Sections 1.704- 2(g)(1) and 1.704-2(i)(5). Since the end of any Fiscal Year, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 set forth in this Section 5.04 3.07 (the “Regulatory Allocations”) may have been tentatively made results not consistent with the manner in which the Members intend to divide Company distributions, the Members may divide other allocations of net profits, net losses, and other items among the Members so as if to prevent the Regulatory Allocations from distorting the manner in which allocations would be divided among the Members under Article III but for application of the Regulatory Allocations. The Members shall have discretion to accomplish this Section 5.04(f) were not result in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to reasonable manner that is consistent with Code Section 734(b) or 704 and the underlying Regulations. The Members may, by written consent of a majority of the Membership Interests, make any election permitted by the Regulations under Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) 704 that may reduce or 1.704-1(b)(2)(iv)(m)(4) to eliminate any Regulatory Allocation that would otherwise be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesrequired.

Regulatory Allocations. The following allocations shall be made set forth in Section 5.1 are intended to comply with the requirements of Regulations Sections 1.704-1(b) and 1.704-2. If the Company incurs “nonrecourse deductions” or “partner nonrecourse deductions,” or if there is any change in the Company’s “minimum gain” or “partner nonrecourse debt minimum gain,” as defined in such Regulations, the Company shall make the following orderadjustments to the allocations required under this Section 5: (a) Nonrecourse Deductions “nonrecourse deductions,” as defined in Regulation Section 1.704-2(b)(i) shall be allocated to the Members in accordance with proportion to their respective Sharing Percentages.Percentage Interests; (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt “partner nonrecourse deductions,” as defined in Regulations Section 1.704-2(i)(2), shall be allocated to the Members bearing Member who bears the Economic Risk economic risk of Loss for loss associated with such Member Nonrecourse Debt deductions, 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 5.04(b) is intended to comply accordance with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.Regulations; and (c) Notwithstanding any other provision hereof to in the contrary, if there is event of a net decrease in Minimum Gain for a Fiscal Year (“minimum gain” or if there was a net decrease “partner nonrecourse debt minimum gain,” as defined and determined in Minimum Gain for a prior Fiscal Year accordance with Regulations Sections 1.704-2(d) and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(c1.704-2(i)(3), items of income and gain shall be allocated to each Member the Members in an amount equal the manner and to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant extent required under the Regulations to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute comply with any requirement for a “minimum gain chargeback chargeback” under Treasury Regulation Section Regulations Sections 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except 1.704-2(i)(4). In addition, if a Member receives an adjustment, allocation or distribution described in Regulations Section 5.04(c) (dealing with Minimum Gain1.701-1(b)(2)(ii)(d)(4), if there is (5), or (6) and as a net decrease result thereof has a negative Adjusted Capital Account Balance (after taking into account the adjustments described 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 foregoing provisions of income and gain during prior years to allocate among the Members under this Section 5.04(d5.2), items of income and gain shall be allocated to each such 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 5.04(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 Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(e) is intended to constitute a “qualified income offset under Treasury Regulation offset” within the meaning of Regulations 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 in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. The Notwithstanding Section 6.4(a), the following special allocations shall will be made in the following orderorder of priority: (ai) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(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 Company Minimum Gain for during a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and the taxable year, then each Member will be allocated items of Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(c)for such taxable year (and, items of income and gain shall be allocated to each Member if necessary, for subsequent years) in an amount equal to such Member’s share of the net decrease in such Company Minimum Gain (as Gain, determined pursuant to in accordance with Treasury Regulation Regulations Section 1.704-2(g)(2)). This Section 5.04(c6.4(b)(i) is intended to constitute a comply with the minimum gain chargeback under requirement of Treasury Regulation Regulations Section 1.704-2(f) and shall will be interpreted consistently therewith. (dii) Notwithstanding any provision hereof to the contrary except Section 5.04(c) (dealing with Minimum Gain), if If there is a net decrease in Member Company Minimum Gain attributable to a Company Nonrecourse Debt during any taxable year, each Member who has a share of the Company Minimum Gain for a Fiscal Year (or if there was a net decrease attributable to such Company Nonrecourse Debt, determined in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and the accordance with Treasury Regulations Section 1.704-2(i)(5), will be specially allocated items of Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(d)for such taxable year (and, items of income and gain shall be allocated to each Member if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Company Minimum Gain (as attributable to such Company Nonrecourse Debt, determined pursuant to in a manner consistent with the provisions of Treasury Regulation Regulations Section 1.704-2(i)(4)2(g)(2). This Section 5.04(d6.4(b)(ii) is intended to constitute a comply with the partner nonrecourse debt minimum gain chargeback under requirement of Treasury Regulation Regulations Section 1.704-2(i)(4) and shall will be interpreted consistently therewith. (eiii) Notwithstanding If any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation allocation, or distribution described in of the type contemplated by Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated ), items of income and gain will be allocated to all such Members (consisting in proportion to the amounts of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Yeartheir respective deficit Adjusted Capital Accounts) in an amount and manner sufficient to eliminate any the deficit balance in such Member’s the Adjusted Capital Account of such Member as quickly as possible. This Section 5.04(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 in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f6.4(b)(iii) shall will be made only if and only to the extent that such Member would have a negative an Adjusted Capital Account deficit after all other allocations provided for in this Section 5.04 6.4 have been tentatively made as if this Section 5.04(f6.4(b)(iii) were not in this Agreement. It is intended that this Section 6.4(b)(iii) qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d). (giv) If the allocation of Losses to a Member as provided in Section 6.4(a) hereof would create or increase an Adjusted Capital Account deficit, there will be allocated to such Member only that amount of Losses as will not create or increase an Adjusted Capital Account deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Member will be allocated to the other Members in accordance with their relative positive Adjusted Capital Account balances, subject to the limitations of this Section 6.4(b)(iv). (v) To the extent that an adjustment to the adjusted tax basis of any Company properties asset pursuant to Code Section 734(b) or Code Section 743(b) is required required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) or or, as the result of a distribution to a Member in complete liquidation of its Units, Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) ), to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership InterestAccounts, the amount of such adjustment to the Capital Accounts shall will 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 will be specially allocated to the Members in accordance with their Company Percentage Interests in the event that Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member Members to whom such distribution was made if in the event that Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.1(b)(2)(iv)(m)

Regulatory Allocations. The Notwithstanding the foregoing provisions of this Article 6, the following special allocations shall be made in the following orderorder of priority: (a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). 6.2.1 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 5.04(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 Company Minimum Gain for during a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and Company taxable year, then, to the extent required by Regulations Section 1.704-2(f), each Member shall be allocated items of Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(c)for such taxable year (and, items of income and gain shall be allocated to each Member if necessary, for subsequent years) in an amount equal to such Member’s share of the net decrease in such Company Minimum Gain (as Gain, determined pursuant to Treasury Regulation in accordance with Regulations Section 1.704-2(g)(2)). This Section 5.04(c) Section 6.2.1 is intended to constitute a comply with the minimum gain chargeback under Treasury Regulation requirement of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(c) (dealing with Minimum Gain), if 6.2.2 If there is a net decrease in Member Nonrecourse Debt Minimum Gain for attributable to a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain for a prior Fiscal Year and attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall, to the extent required by Regulations Section 1.704-2(i)(4), be specially allocated items of Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(d)for such taxable year (and, items of income and gain shall be allocated to each Member if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as attributable to such Member Nonrecourse Debt, determined pursuant to Treasury Regulation in a manner consistent with the provisions of Regulations Section 1.704-2(i)(4)2(g)(2). This Section 5.04(d) Section 6.2.2 is intended to constitute a comply with the partner nonrecourse debt minimum gain chargeback under Treasury Regulation requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding 6.2.3 If any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation allocation, or distribution described in Treasury Regulation of the type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated ), and after receiving such adjustment, allocation, or distribution, such Member has an Adjusted Capital Account Deficit, items of income and gain shall be allocated to all such Members (consisting in proportion to the amounts of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Yeartheir respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate any deficit balance in such Member’s the Adjusted Capital Account Deficit of such Member as quickly as possible. This Section 5.04(e) 6.2.3 is intended to constitute a “qualified income offset under Treasury Regulation offset” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (f) In 6.2.4 If the event that any allocation of Net Loss to a Member has a negative as provided in Section 6.1 would create or increase an Adjusted Capital Account at Deficit for such Member, 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 end application of any Fiscal Yearthe preceding sentence, otherwise be allocated to such Member shall be allocated items to the other Members in accordance with their relative Percentage Interests, subject to the limitations of Company income and gain in this Section 6.2.4. If, after the allocation of Net Loss pursuant to the preceding two sentences, no additional amount of Net Loss can be allocated to any Member without creating or increasing an Adjusted Capital Account Deficit for such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f) Member, then Net Loss shall be made only if allocated to the Members in accordance with their relative Percentage Interests. This Section 6.2.4 is intended to implement the alternate test for economic effect set forth in Regulations Section 1.704-1(b)(2)(ii)(d) and to shall be interpreted consistently therewith. 6.2.5 To the extent that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties Asset pursuant to Code Section 734(b) or Code Section 743(b) is required required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4) ), to be taken into account in determining Capital Accounts as the result of a distribution to any a Member in complete liquidation of such Member’s Membership Interestits 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 to the Members in accordance with Treasury Regulation their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member Members to whom such distribution was made if Treasury Regulation in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. 6.2.6 The Nonrecourse Deductions for each taxable year of the Company shall be allocated to the Members in proportion to their Percentage Interests. 6.2.7 The Member Nonrecourse Deductions shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of Regulations Section 1.752-2) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. 6.2.8 The allocations set forth in Sections 6.2.1, 6.2.2, 6.2.3, 6.2.4, 6.2.5, 6.2.6 and 6.2.7 (the “Regulatory Allocations”) are intended to comply with certain requirements of Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 6.1.2, the Regulatory Allocations shall be taken into account by the Board of Managers in specially allocating other items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. In exercising its discretion under this Section 6.2.8, the Board of Managers shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made.

Regulatory Allocations. The following allocations shall be made Notwithstanding Section 7.1(b)(i), items of income, gain, loss and deduction in the following order: each taxable year (aor other applicable period) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (bA) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(b) is intended to comply with the provisions “minimum gain chargeback” requirement 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 5.04(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 pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 B) to comply with the Company did not have sufficient amounts “partner nonrecourse debt minimum gain chargeback” requirement of income and gain during prior years to allocate among the Members under this Section 5.04(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), (C) to comply with the “qualified income offset” provision in Treasury Regulations Section 1.704- 1(b)(2)(ii)(d). This Section 5.04(d, (D) is intended to constitute a partner effect any nonrecourse debt minimum gain chargeback under deductions as set forth in Treasury Regulation Regulations Section 1.704-2(i)(42(b)(1) and (which shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof allocated to the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gaintheir respective Members in proportion to their Respective Interests), a Member who unexpectedly receives an adjustment, allocation or distribution described (E) to effect any partner nonrecourse deductions as set forth in Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d)(4), 2(i)(2) (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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss which shall be allocated to the applicable Members who bear the economic risk of loss with respect to the partner nonrecourse debt to which such deductions are attributable), and (F) in a manner that does not cause or increase the deficit balance in any Member’s Adjusted Capital Account. If any allocation would cause or increase the deficit balance in any Member’s Adjusted Capital Account, then such allocation shall be reallocated among the other Members in accordance proportion to their Respective Interests, but in a manner that does not cause or increase the deficit balance in any other Member’s Adjusted Capital Account. For purposes of this Agreement, “Adjusted Capital Account” means, with respect to any Member, such Member’s Capital Account as of the end of any taxable year (i) increased by any amounts which the Company is obligated to restore or deemed obligated to restore pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.Regulations Section

Regulatory Allocations. The following allocations shall be made in the following order: (a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions Losses attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt partner nonrecourse debt (as determined under defined in 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 in the Members manner required by Treasury Regulation Section 1.704-2(i). If there is a net decrease during a Taxable Year in partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(3)), Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to each Member in the amount equal to such Member’s respective share of the net decrease in partner nonrecourse debt minimum gain as determined according to Treasury Regulation Section 1.704-2(i)(4). Allocations pursuant to the ratio previous sentence shall be made in which they bear proportion to the Economic Risk of Lossrespective amounts required to be allocated to each Member pursuant thereto. 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 5.04(b5.03(a) is intended to comply with the provisions of minimum gain 22 chargeback requirement in Treasury Regulation Section 1.704-2(i2(i)(4) and shall be interpreted in a manner consistently therewith. (cb) Notwithstanding Except as otherwise provided in Treasury Regulations Section 1.704-2(f), notwithstanding the provisions of Section 5.03, or any other provision hereof to the contraryof this Article V, if there is a net decrease in Minimum Gain for a Fiscal Year the partnership minimum gain (or if there was a net decrease as defined in Minimum Gain for a prior Fiscal Year Treasury Regulation Sections 1.704-2(b)(2) and the Company did not have sufficient amounts of income and gain 1.704-2(d)) during prior years to allocate among the Members under this Section 5.04(c)any Taxable Year, items of income and gain each Member shall be allocated to each Member Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) in an amount equal to such Member’s 's share of the net decrease in such Minimum Gain (as partnership minimum gain, determined pursuant to in accordance with Treasury Regulation Section 1.704-2(g)(22(g). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6) and 1.704-2(j)(2). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. This Section 5.04(c5.03(b) is intended to constitute a comply with the minimum gain chargeback under requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (dc) Notwithstanding Nonrecourse deductions (as defined in Treasury Regulation Sections 1.704-2(b)(1) and 1.704-2(c)) for any provision hereof to the contrary except Section 5.04(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Taxable 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 shall be allocated pro rata among the Members under this Section 5.04(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 accordance with their Percentage Interests. Any partner nonrecourse deductions (as determined pursuant to defined in Treasury Regulation Section 1.704-2(i)(42(i)(1) and 1.704-2(i)(2)). This Section 5.04(d) is intended for any Taxable Year shall be specially allocated to constitute a partner the Member who bears the economic risk of loss with respect to the Member nonrecourse debt minimum gain chargeback under Treasury Regulation to which such Member nonrecourse deductions are attributable in accordance with Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith2(i)(1). (ed) Notwithstanding If any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(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 and (6) ), Profits shall be allocated items of income and gain (consisting of a pro rata portion of each item of incomein accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(d), including gross income, and gain for the Fiscal Year) to such Member in an amount and manner sufficient to eliminate any deficit balance in eliminate, to the extent required by such Member’s 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 Deficit 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 5.04(e5.03(d) is intended to constitute a comply with the qualified income offset under requirement in Treasury Regulation Section 1.704-1(b)(2)(ii)(d1(b) (2)(ii)(d) and shall be interpreted consistently in a manner consistent therewith. (fe) In the event that any Member has a negative Adjusted deficit Capital Account at the end of any Fiscal YearTaxable 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), each such Member shall be allocated items of Company income and gain Profits in the amount of such deficit excess as quickly as possible; provided that an allocation pursuant to this Section 5.04(f5.03(e) shall be made only if and to the extent that such Member would have a negative Adjusted deficit Capital Account in excess of such sum after all other allocations provided for in this Section 5.04 Article V have been tentatively made as if Section 5.03(d) and this Section 5.04(f5.03(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, subject to the limitations of this AgreementSection 5.03(f). (g) To the extent an adjustment to the adjusted tax basis of any Company properties asset, pursuant to Code Section 734(b) or Code Section 743(b) is required required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4) ), to be taken into account in determining Capital Accounts as the result of a distribution to any a Member in complete liquidation of such Member’s Membership Interest's 23 interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with their respective Percentage Interests in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (h) The allocations set forth in Section 5.03(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. The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profits and Losses of the Company or make Distributions. Accordingly, notwithstanding the other provisions of this Article V, but subject to the Regulatory Allocations, income, gain, deduction and loss shall be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations and thereby cause the 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 other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating other Profits and Losses (and such other items of income, gain, deduction and loss) among the Members so that the net amount of the Regulatory Allocations 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 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 shall be applied in such instance as if it did not contain such minimum gain chargeback requirement.

Regulatory Allocations. The following allocations 3.5.2.1. Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Treasury Regulation Section 1.704-2(i)), if any, of the Company shall be made allocated for each period to the Member that bears the economic risk of loss within the meaning of Treasury Regulation Section 1.704-2(i) and (ii) “nonrecourse deductions” (as defined in Treasury Regulation Section 1.704-2(b)) and “excess nonrecourse liabilities” (as defined in Treasury Regulation Section 1.752-3(a)), if any, of the Company shall be allocated to the Members pro rata in accordance with their respective Membership Interests. 3.5.2.2. This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Treasury Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Members on a priority basis to the extent and in the following order:manner required by such provisions. 3.5.2.3. To the extent that Net Loss or items of loss or deduction otherwise allocable to a Member hereunder would cause such Member to have an Adjusted Capital Account Deficit as of the end of the taxable year to which such Net Loss, or items of loss or deduction, relate (a) Nonrecourse Deductions after taking into account the allocation of all items of income and gain for such taxable period), such Net Loss, or items of loss or deduction, shall not be allocated to such Member and instead shall be allocated to the Members in accordance with their respective Sharing PercentagesSection 3.5.1 as if such Member were not a Member. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4)3.5.2.4. If more than one any 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 5.04(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 5.04(c), items of income and gain shall be allocated to each Member in has an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 Deficit at the end of any Fiscal Yeartaxable year that is in excess of the sum of the amount such Member is obligated to restore pursuant to the penultimate sentences of Treasury Regulation Sections 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 deficit excess as quickly as possible; , provided that an allocation pursuant to this Section 5.04(f) 3.5.2.4 shall be made only if and to the extent that such Member would have a negative Adjusted deficit Capital Account in excess of such sum after all other allocations provided for in this Section 5.04 3.5 have been tentatively made as if Section 3.5.2.3 and this Section 5.04(f) 3.5.2.4 were not in this Agreement. (g) To the extent an adjustment 3.5.2.5. Any allocations required to the adjusted tax basis of any Company properties be made pursuant to Code Section 734(b3.5.2.1 through 3.5.2.4 (the “Regulatory Allocations”) or Code Section 743(b(other than allocations, the effects of which are likely to be offset in the future by other special allocations) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to shall be taken into account account, to the extent permitted by the Treasury Regulations, in determining Capital Accounts as computing subsequent allocations of income, gain, loss or deduction pursuant to Section 3.5.1 so that the result net amount of any items so allocated and all other items allocated to each Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 3.5.1 had such Regulatory Allocations under this Section 3.5.2 not occurred. 3.5.2.6. It is intended that prior to a distribution to any Member in complete of the proceeds from a liquidation of such Member’s Membership Interestthe Company pursuant to Section 7.3.3, the amount positive Capital Account balance of such adjustment to Capital Accounts each Member shall be treated as an item of gain (if equal to the adjustment increases amount that such Member is entitled to receive pursuant to Section 7.3.3. Accordingly, notwithstanding anything to the basis contrary in this Section 3.5, to the extent permissible under Sections 704(b) of the assetCode and the Treasury Regulations thereunder, Net Profit and Net Loss and, if necessary, items of gross income and gross deductions, of the Company for the year of liquidation of the Company (or, if earlier, the year in which all or substantially all of the Company’s assets are sold, transferred or disposed of) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated among the Members so as to bring the positive Capital Account balance of each Member as close as possible to the Members amount that such Member would receive if the Company were liquidated and all the proceeds were distributed in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies7.3.3.

Regulatory Allocations. The following allocations shall be made in the following order: (a) Nonrecourse Deductions The foregoing provisions of this Article VIII shall be subject to the following limitation: no Member shall be allocated any items of loss, expense or deduction hereunder if such allocation results in a Capital Account deficit for such Member. Any balance of such items of loss, expense or deduction shall be specially allocated to the other Members in accordance with proportion to their respective Sharing Percentagespositive Capital Account balances. (b) Notwithstanding the foregoing provisions of this Article VIII, in the event any Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704(b)(2)(ii)(d)(4), 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 5.04(b1(b)(2)(ii)(d)(5) is intended to comply with the provisions of Treasury Regulation Section and 1.704-2(i1(b)(2)(ii)(d)(6) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof to of 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 5.04(c)Treasury Regulations, items of income and gain shall be specially allocated to each such Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible. This Section 5.04(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 in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f8.9(b) shall be made only if and to the extent that such Member would have a negative an Adjusted Capital Account Deficit after all other allocations provided for in this Section 5.04 Article VIII have been tentatively made as if this Section 5.04(f8.9(b) were not in this the Agreement. (gc) To The allocations set forth in Sections 8.9(a) and (b) (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 an adjustment to the adjusted tax basis possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of any Company properties other items of income, gain, loss or deduction pursuant to Code this Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies8.9.

Regulatory Allocations. The Notwithstanding the provisions of Section 5.02 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following orderorder of priority: (a) Nonrecourse Deductions Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii) and (iii) of the definition of “Net Profits and Net Losses”) for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the “minimum gain chargeback” provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All “nonrecourse deductions” (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in the same manner as Net Profits or Net Losses; provided, however, that nonrecourse deductions attributable to “partner nonrecourse debt” (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith2(i)(1). (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 Items of income and or gain during prior years to allocate among (computed with the Members under this Section 5.04(cadjustments contained in paragraphs (i), items (ii) and (iii) of income the definition of “Net Profits and gain Net Losses”) for any taxable period shall be allocated to each the Members in the manner and to the extent required by the “qualified income offset” provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in an amount equal to such Member’s share 's Adjusted Capital Account (determined, for purposes of this Section 5.03(d) only, by increasing the net decrease in such Minimum Gain (as determined Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-2(g)(21(b)(2)(ii)(c)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 In the contrary except Sections 5.04(c) and Section 5.04(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 event that items of income and gain (consisting of a pro rata portion of each item of income, including gross gain, loss or deduction are allocated to one or more Members pursuant to any of subsections (a) through (d) above (the “Original Allocation”), subsequent items of income, and gain for gain, loss or deduction will first be allocated (subject to the Fiscal Yearprovisions of subsections (a) through (d) above) to the Members in an amount and a manner sufficient designed to eliminate any deficit balance result in such Member’s Adjusted each Member having a Capital Account as quickly as possible. This Section 5.04(e) is intended balance equal to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and what it would have been had the Original Allocation not occurred; provided, however, that no such allocation shall be interpreted consistently therewithmade pursuant to this subsection (e) if (i) the Original Allocation had the effect of offsetting a prior Original Allocation or (ii) the Original Allocation likely (in the opinion of the Company’s accountants) will be offset by another Original Allocation in the future (e.g., an Original Allocation of “nonrecourse deductions” under subsection (b) above that likely will be offset by a subsequent “minimum gain chargeback” under subsection (a) above). (f) In the event that any Member has a negative Adjusted Capital Account at the end of any Fiscal YearExcept as otherwise provided herein or as required by Code Section 704, such Member shall be allocated for tax purposes, all items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) income, gain, loss, deduction or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss credit shall be allocated to the Members in accordance with Treasury Regulation the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies704(c).

Regulatory Allocations. The Prior to any other allocations under the foregoing provisions of this Article V, the following special allocations shall be made in the following order: (a) Nonrecourse Deductions If there is a net decrease in Partnership Minimum Gain (as defined below) during a taxable year, each Member shall be allocated to the Members items of income and gain for such year in accordance with their respective Sharing PercentagesSection 1.704-2(f) of the Treasury Regulations. (b) Member Nonrecourse Deductions attributable to Member If there is a net decrease in Partner Nonrecourse Debt Minimum Gain (as defined below) during a taxable year, each Member who has a share of such Partner Nonrecourse Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be specifically allocated items of income and gain for such year (and, if necessary, subsequent years) in accordance with Section 1.704-2(i)(4) of the Treasury Regulations. (c) In the event any Member unexpectedly receives any adjustments, allocations or distributions described in paragraphs (b)(2)(ii)(d)(4), (5), or (6) of Section 1.704-1 of the Treasury Regulations, there shall be specially allocated to the Members bearing the Economic Risk of Loss for such Member such items of income (including items of gross income) and gain, at such times and in such amounts as will eliminate as quickly as possible that portion of its deficit (if any) in its Capital Account (as increased for this purpose by the amount which such Member is obligated to restore (pursuant to the terms of this Agreement or otherwise) or deemed obligated to restore pursuant to Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations and the penultimate sentences in Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Treasury Regulations--the Capital Account balance so adjusted being the "Adjusted Capital Account Balance") caused or increased by such adjustments, allocations or distributions. (d) No allocation under this Article V shall be made to a Member which would cause or increase a deficit balance in such Member's "Projected Capital Account" (as hereinafter defined) which exceeds the amount of the Member's Share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain. For purposes of the foregoing rule, the determination as determined under to whether an allocation would create or increase a deficit balance in a Member's Projected Capital Account shall be made as of the end of the Fiscal Year to which such allocation relates. As used herein, the term "Projected Capital Account" means, with respect to any Member, such Member's Adjusted Capital Account Balance as of the last day of any applicable Fiscal Year but reduced by any applicable projected adjustments, allocations or distributions in accordance with the provisions of paragraphs (4), (5) and (6) of Treasury Regulation Section 1.704-2(b)(41(b)(2)(ii)(d). If more than one Member bears the Economic Risk The foregoing definition 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 5.04(b) Projected Capital Account 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 5.04(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 pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(e) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted and applied 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 in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. The Notwithstanding the foregoing provisions of this Article 5, the following special allocations shall be made in the following orderorder of priority: (a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). 5.2.1 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 5.04(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 Company Minimum Gain for during 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 taxable year, then each Member shall be allocated items of Company income and gain during prior years to allocate among the Members under this Section 5.04(c)for such taxable year (and, items of income and gain shall be allocated to each Member if necessary, for subsequent years) in an amount equal to such Member’s share of the net decrease in such Company Minimum Gain (as Gain, determined pursuant to Treasury Regulation in accordance with Regulations Section 1.704-2(g)(2)). This Section 5.04(c) Section 5.2.1 is intended to constitute a comply with the minimum gain chargeback under Treasury Regulation requirement of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(c) (dealing with Minimum Gain), if 5.2.2 If there is a net decrease in Member Nonrecourse Debt Minimum Gain for attributable to a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain for a prior Fiscal Year and the attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(d)for such taxable year (and, items of income and gain shall be allocated to each Member if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as attributable to such Member Nonrecourse Debt, determined pursuant to Treasury Regulation in a manner consistent with the provisions of Regulations Section 1.704-2(i)(4)2(g)(2). This Section 5.04(d) Section 5.2.2 is intended to constitute a comply with the partner nonrecourse debt minimum gain chargeback under Treasury Regulation requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding 5.2.3 If any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation allocation, or distribution described in Treasury Regulation of the type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated ), items of income and gain shall be allocated to all such Members (consisting in proportion to the deficit amounts of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Yeartheir respective Adjusted Capital Accounts) in an amount and manner sufficient to eliminate any the deficit balance in such Member’s the Adjusted Capital Account of such Member as quickly as possible. This Section 5.04(e) It is intended to constitute that this Section 5.2.3 qualify and be construed as a “qualified income offset under Treasury Regulation offset” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(d) and ). 5.2.4 If the allocation of Net Loss to a Member as provided in Section 5.1 hereof would create or increase a deficit balance in its Adjusted Capital Account, there shall be interpreted consistently therewith. (f) In allocated to such Member only that amount of Net Loss as will not create or increase any such deficit balance. The Net Loss that would, absent the event that any Member has a negative Adjusted Capital Account at application of the end of any Fiscal Yearpreceding sentence, otherwise be allocated to such Member shall be allocated items to the other Members in accordance with their relative Percentage Interests, subject to the limitations of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f) shall be made only if and to 5.2.4. 5.2.5 To the extent that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties asset pursuant to Code Section 734(b) or Code Section 743(b) is required required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4) ), to be taken into account in determining Capital Accounts as the result of a distribution to any a Member in complete liquidation of such Member’s Membership Interestits 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 to the Members in accordance with Treasury Regulation their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.1(b)(2)(iv)(m)

Regulatory Allocations. The following allocations 5.2.1. Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Regulations Section 1.704 2(i)), if any, of the Company shall be made allocated for each period to the Member that bears the economic risk of loss within the meaning of Regulations Section 1.704-2(i) and (ii) “nonrecourse deductions” (as defined in Regulations Section 1.704-2(b)) and “excess nonrecourse liabilities” (as defined in Regulations Section 1.752-3(a)), if any, of the Company shall be allocated equally among the Members. 5.2.2. This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Members on a priority basis to the extent and in the following order:manner required by such provisions. 5.2.3. To the extent that Net Loss or items of loss or deduction otherwise allocable to a Member hereunder would cause such Member to have an Adjusted Capital Account Deficit as of the end of the taxable year to which such Net Loss, or items of loss or deduction, relate (a) Nonrecourse Deductions after taking into account the allocation of all items of income and gain for such taxable period), such Net Loss, or items of loss or deduction, shall not be allocated to such Member and instead shall be allocated to the Members in accordance with their respective Sharing PercentagesSection 5.1 as if such Member were not a Member. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4)5.2.4. If more than one any 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 5.04(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 5.04(c), items of income and gain shall be allocated to each Member in has an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 Deficit at the end of any Fiscal Yeartaxable year, such Member shall be specially allocated items of Company income and gain in the amount of such deficit Adjusted Capital Account Deficit as quickly as possible; , provided that an allocation pursuant to this Section 5.04(f) 5.2.4 shall be made only if and to the extent that such Member would have a negative an Adjusted Capital Account Deficit after all other allocations provided for in this Section 5.04 Article V have been tentatively made as if Section 5.2.3 and this Section 5.04(f) 5.2.4 were not in this Agreement. (g) To the extent an adjustment 5.2.5. Any allocations required to the adjusted tax basis of any Company properties be made pursuant to Code Section 734(bSections 5.2.1-5.2.4 (the “Regulatory Allocations”) or Code Section 743(b(other than allocations, the effects of which are likely to be offset in the future by other special allocations) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to shall be taken into account account, to the extent permitted by the Regulations, in determining Capital Accounts as computing subsequent allocations of income, gain, loss or deduction pursuant to Section 5.1 so that the result net amount of any items so allocated and all other items allocated to each Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 5.1 had such Regulatory Allocations under this Section 5.2 not occurred. 5.2.6. It is intended that prior to a distribution to any Member in complete of the proceeds from a liquidation of such Member’s Membership Interestthe Company pursuant to Section 10.3, the amount positive Capital Account balance of such adjustment to Capital Accounts each Member shall be treated as an item of gain (if equal to the adjustment increases amount that such Member is entitled to receive pursuant to Section 10.3. Accordingly, notwithstanding anything to the basis contrary in this Article V, to the extent permissible under Sections 704(b) of the assetCode and the Regulations thereunder, Net Profit and Net Loss and, if necessary, items of gross income and gross deductions, of the Company for the year of liquidation of the Company (or, if earlier, the year in which all or substantially all of the Company’s assets are sold, transferred or disposed of) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated among the Members so as to bring the positive Capital Account balance of each Member as close as possible to the Members amount that such Member would receive if the Company were liquidated and all the proceeds were distributed in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies10.3.

Regulatory Allocations. The Notwithstanding Section 6.4(a), the following special allocations shall will be made in the following orderorder of priority: (ai) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(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 Company Minimum Gain for during a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and the taxable year, then each Member will be allocated items of Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(c)for such taxable year (and, items of income and gain shall be allocated to each Member if necessary, for subsequent years) in an amount equal to such Member’s share of the net decrease in such Company Minimum Gain (as Gain, determined pursuant to in accordance with Treasury Regulation Regulations Section 1.704-2(g)(2)). This Section 5.04(c6.4(b)(i) is intended to constitute a comply with the minimum gain chargeback under requirement of Treasury Regulation Regulations Section 1.704-2(f) and shall will be interpreted consistently therewith. (dii) Notwithstanding any provision hereof to the contrary except Section 5.04(c) (dealing with Minimum Gain), if If there is a net decrease in Member Company Minimum Gain attributable to a Company Nonrecourse Debt during any taxable year, each Member who has a share of the Company Minimum Gain for a Fiscal Year (or if there was a net decrease attributable to such Company Nonrecourse Debt, determined in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and the accordance with Treasury Regulations Section 1.704-2(i)(5), will be specially allocated items of Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(d)for such taxable year (and, items of income and gain shall be allocated to each Member if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Company Minimum Gain (as attributable to such Company Nonrecourse Debt, determined pursuant to in a manner consistent with the provisions of Treasury Regulation Regulations Section 1.704-2(i)(4)2(g)(2). This Section 5.04(d6.4(b)(ii) is intended to constitute a comply with the partner nonrecourse debt minimum gain chargeback under requirement of Treasury Regulation Regulations Section 1.704-2(i)(4) and shall will be interpreted consistently therewith. (eiii) Notwithstanding If any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation allocation, or distribution described in of the type contemplated by Treasury Regulation Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated ), items of income and gain will be allocated to all such Members (consisting in proportion to the amounts of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Yeartheir respective deficit Adjusted Capital Accounts) in an amount and manner sufficient to eliminate any the deficit balance in such Member’s the Adjusted Capital Account of such Member as quickly as possible. This Section 5.04(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 in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f6.4(b)(iii) shall will be made only if and only to the extent that such Member would have a negative an Adjusted Capital Account deficit after all other allocations provided for in this Section 5.04 6.4 have been tentatively made as if this Section 5.04(f6.4(b)(iii) were not in this Agreement. It is intended that this Section 6.4(b)(iii) qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d). (giv) If the allocation of Losses to a Member as provided in Section 6.4(a) hereof would create or increase an Adjusted Capital Account deficit, there will be allocated to such Member only that amount of Losses as will not create or increase an Adjusted Capital Account deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Member will be allocated to the other Members in accordance with their relative positive Adjusted Capital Account balances, subject to the limitations of this Section 6.4(b)(iv). (v) To the extent that an adjustment to the adjusted tax basis of any Company properties asset pursuant to Code Section 734(b) or Code Section 743(b) is required required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) or or, as the result of a distribution to a Member in complete liquidation of its Units, Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) ), to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership InterestAccounts, the amount of such adjustment to the Capital Accounts shall will 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 will be specially allocated to the Members in accordance with their Company Percentage Interests in the event that Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member Members to whom such distribution was made if in the event that Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (vi) The Nonrecourse Deductions for each taxable year of the Company will be allocated to the Members in proportion to their respective Company Percentage Interests. (vii) The Member Nonrecourse Deductions will be allocated each year to the Member that bears the economic risk of loss (within the meaning of Treasury Regulations Section 1.752-2) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. (viii) The allocations set forth in Sections 6.4(b)(i) through (vii) hereof (the “Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulations Sections 1.704-1(b) and 1.704-2(i). It is the intent of the Members that, to the extent possible, all Regulatory Allocations will be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, credit or deduction pursuant to this Section 6.4(b)(viii). Therefore, notwithstanding Section 6.4(a), such offsetting special allocations of Company income, gain, loss or deduction will be made so that, to the extent possible, the net amount of such allocations of other items pursuant to this Section 6.4(b)(viii) and the Regulatory Allocations to each Member will be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred.

Regulatory Allocations. The Notwithstanding the foregoing provisions of this Article 4, the following special allocations shall be made in the following orderorder of priority: (ai) Nonrecourse Deductions If there is a net decrease in Company Minimum Gain during a IX, L.L.C. taxable year, then each Member shall be allocated items of IX, L.L.C. income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to such Member's share of the Members net decrease in Company Minimum Gain, determined in accordance with their respective Sharing Percentages. (bss. 1.704- 2(g)(2) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to of the Members bearing the Economic Risk of 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 LossRegulations. This Section 5.04(b4.4(a)(i) is intended to comply with the provisions minimum gain chargeback requirements of Treasury Regulation Section ss. 1.704-2(i2(f) of the Treasury Regulations and shall be interpreted consistently therewith. (ciii) 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 5.04(c), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share 1(b)(2)(ii)(d) of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) Regulations and shall be interpreted consistently therewith. (div) Notwithstanding any provision If the allocation of Net Loss to a Member as provided in Section 4.3 hereof to the contrary except Section 5.04(c) (dealing with Minimum Gain)would create or increase an Adjusted Capital Account Deficit, 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 5.04(d), items of income and gain shall be allocated to each such Member in only that amount of Net Loss as will not create or increase 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 5.04(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 Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possibleDeficit. This Section 5.04(e) is intended The Net Loss that would, absent the application of the preceding sentence, otherwise be allocated 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 to the other Members in accordance with their relative Percentage Interests, subject to the limitations of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement4.4(a)(iv). (gv) To the extent that an adjustment to the adjusted tax basis of any Company properties IX, L.L.C. assets pursuant to Code Section ss. 734(b) of the Code, or Code Section ss. 743(b) of the Code is required required, pursuant to Treasury Regulation Section ss. 1.704-1(b)(2)(iv)(m)(2) of the Treasury Regulations or ss. 1.704-1(b)(2)(iv)(m)(4) of the Treasury Regulations, to be taken into account in determining Capital Accounts as the result of a distribution to any a Member in complete liquidation of such Member’s Membership Interestits Interest in IX, L.L.C., the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) ), and such gain or loss shall be specially allocated to the Members in accordance with Treasury Regulation Section their Percentage Interests in IX, L.L.C. in the event that ss. 1.704-1(b)(2)(iv)(m)(2) if such Section of the Treasury Regulations applies, or to the Member Members to whom such distribution was made if Treasury Regulation Section in the event that ss. 1.704-1(b)(2)(iv)(m)(4) of the Treasury Regulations applies. (vi) The Nonrecourse Deductions for each taxable year of IX, L.L.C. shall be allocated to the Members in proportion to their Percentage Interests. (vii) The Member Nonrecourse Deductions shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of ss. 1.752-2 of the Treasury Regulations) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. (viii) The allocations set forth in Section 4.4(a)(i) through (vii) hereof (the "Regulatory Allocations") are intended to comply with certain requirements of ▇▇.▇▇. 1.704-1(b) and 1.704-2 (i) of the Treasury Regulations. Notwithstanding the provisions of Sections 4.2 and 4.3, 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, the net amount of such allocations of other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred.

Regulatory Allocations. The following allocations shall 5.3.1 Notwithstanding any other provision in this Article 5 to the contrary, no allocation of income, gain, profit, deduction, loss, or expense will be made in unless it would be considered under the following order: Regulations promulgated under Code Section 704(b) (athe “704(b) Nonrecourse Deductions shall Regulations”) either to have substantial economic effect or to be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing Members’ interests in the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4)Company. If more than one Member bears To 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 5.04(b) is intended extent necessary to comply with the provisions foregoing, in lieu of Treasury Regulation the allocations set forth in Section 1.704-2(i) and 5.2, above, the Board of Managers shall cause the Company’s income, gain, profit, deductions, losses, or expenses, or any items thereof, to 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 reallocated among the Members under this Section 5.04(c), items in such manner as the Board of income Managers determines to be fair and gain shall be allocated to each Member in an amount equal to such Member’s share appropriate and consistent with the provisions of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c704(b) is intended to constitute a minimum gain chargeback under Treasury Regulation Regulations, including, without limitation, the provision of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(c) (dealing with Minimum Gainminimum gain chargeback rules), 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 5.04(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 5.04(d) is intended to constitute a partner (member nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4rules) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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(the qualified income offset rules), each of which is hereby incorporated by this reference. (f) In 5.3.2 If the event Board of Managers determines that any Member has a negative Adjusted Member’s Capital Account at balance would otherwise have a deficit balance that exceeds the end maximum deficit balance that would be permitted under the 704(b) Regulations, special allocations of any Fiscal Yearthe Company’s income, such Member shall gain, profit (or items thereof) may be allocated items of Company income and gain made, in the amount discretion of the Board of Managers, to such deficit Member, or special allocations of the Company’s deductions, losses or expenses (or items thereof) may be made, in the discretion of the Board of Managers, to the other Members. 5.3.3 If special allocations are made under this Section 5.3 (the “Regulatory Allocations”), the Board of Managers may take such Regulatory Allocations into account in making subsequent allocations of the Company’s income, gain, profit, losses, deductions, and expenses (or items thereof), and may make such further special allocations as quickly may be necessary or appropriate, in the Board of Managers’ discretion, so as possible; provided that an allocation to prevent the Regulatory Allocations from distorting the manner in which the Company distributions are intended to be divided among the Members pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. The Notwithstanding the foregoing provisions of this Article 5, the following special allocations shall be made in the following orderorder of priority: (a) Nonrecourse Deductions shall be allocated to 5.2.1 If any Member unexpectedly receives an adjustment, allocation, or distribution of the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation type contemplated by Regulations Section 1.704-2(b)(41 (b)(2)(ii)(d)(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 5.04(b(5) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. or (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 5.04(c6), items of income and gain shall be allocated to each Member all such Members (in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof proportion to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(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 Yeartheir respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate any deficit balance in such Member’s the Adjusted Capital Account Deficit of such Member as quickly as possible. This Section 5.04(e) It is intended to constitute that this Paragraph 5.2.1 qualify and be construed as a "qualified income offset under Treasury Regulation offset" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith). (f) In 5.2.2 If the event that any allocation of Net Loss to a Member has a negative as provided in Paragraph 5.1 hereof would create or increase an Adjusted Capital Account at Deficit, 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 end application of any Fiscal Yearthe preceding sentence, otherwise be allocated to such Member shall be allocated items to the other Members in accordance with their relative Percentage Interests, subject to the limitations of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f) shall be made only if and to Paragraph 5.2.2. 5.2.3 To the extent that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties Asset pursuant to Code Section 734(b) or Code Section 743(b) is required required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4) ), to be taken into account in determining Capital Accounts as the result of a distribution to any a Member in complete liquidation of such Member’s its Membership InterestInterest 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 to the Members in accordance with Treasury Regulation their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member Members to whom such distribution was made if Treasury Regulation in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. 5.2.4 The allocations set forth in Paragraphs 5.2.1, 5.2.2 and 5.2.3 hereof (the "Regulatory Allocations") are intended to comply with certain requirements of Regulations Sections 1.704-1(b) and 1.704-2(i). Notwithstanding the provisions of Paragraph 5.1.1, 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, the net amount of such allocations of other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred.

Regulatory Allocations. The following allocations shall be made in the following order: (a) Nonrecourse Deductions To the extent required by Section 1.704-2(f) of the Treasury Regulations, if there is a net decrease in “partnership minimum gain” (within the meaning of Section 1.704-2(b)(2) of the Treasury Regulations) in a Fiscal Year, then each Member shall be specially allocated items of income and gain (including gross income) arising during that Fiscal Year (and if necessary subsequent Fiscal Years), equal to such Member’s share of the Members net decrease in partnership minimum gain. The items to be so allocated shall be determined in accordance with their respective Sharing Percentages.Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Treasury Regulations. If, in any Fiscal Year that has such a net decrease, the minimum gain chargeback requirement would cause a distortion in the economic arrangement between the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Management Committee may in its reasonable discretion seek to have the Internal Revenue Service waive the minimum gain (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(ba) is intended to comply with the provisions of Treasury Regulation minimum gain chargeback requirement in Section 1.704-2(i2(f) of the Treasury Regulations and shall be interpreted consistently therewith. (b) If there is a net decrease in “partner nonrecourse debt minimum gain” (within the meaning of Section 1.704 2(i)(4) of the Treasury Regulations) in any Fiscal Year, then each Member that has a share of the “partner nonrecourse debt minimum gain” as of the beginning of the Fiscal Year shall be specially allocated items of income and gain arising during that Fiscal Year (and if necessary subsequent Fiscal Years) to the extent required by Section 1.704-2(i)(4) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. A Member shall not be subject to this provision to the extent that an exception is provided by Section 1.704-2(i)(4) of the Treasury Regulations and any administrative guidance issued by the Internal Revenue Service with respect thereto. Any “partner nonrecourse debt minimum gain” allocated pursuant to this provision shall consist of first, gains recognized from the disposition of Assets subject to “partner nonrecourse debt” (within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations), and, second, if necessary, a pro rata portion of the Company’s other items of income or gain (including gross income) for that Fiscal Year (and if necessary subsequent Fiscal Years). This Section 6.02(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith. (c) Notwithstanding In the event 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 5.04(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 pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustmentany adjustments, allocation allocations or distribution distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5Section 1.704-1(b)(2)(ii)(d)(5) or (6Section 1.704-1(b)(2)(ii)(d)(6) shall be allocated of the Treasury Regulations, which creates a negative Adjusted Capital Account Balance for its Capital Account, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, income and gain for such Fiscal Year and, if necessary, for subsequent Fiscal Years) from Business conducted by the Fiscal Year) Company shall be specially allocated to such Member in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(e) is intended eliminate, to constitute a qualified income offset under the extent required by the Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (f) In Regulations, 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 in the amount of such deficit Balance so created as quickly as possible; provided that an allocation pursuant to this Section 5.04(f6.02(c) shall be made only if and only to the extent that such Member would have a negative Adjusted Capital Account Balance after all other allocations provided for in this Section 5.04 Article VI have been tentatively made as if this Section 5.04(f6.02(c) were not in the Agreement. It is the intent that this AgreementSection 6.02(c) be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (gd) If there are any “nonrecourse deductions” (within the meaning of Sections 1.704-2(b)(1) and 1.704-2(c) of the Treasury Regulations) in a Fiscal Year, then each Member shall be allocated an amount of such nonrecourse deductions as determined by the Management Committee to be consistent with the allocations of related or similar items under this Article VI and with Section 1.704-2 of the Treasury Regulations. (e) If there are any “partner nonrecourse deductions” (within the meaning of Section 1.704-2(i)(1) of the Treasury Regulations) in a Fiscal Year, then such deductions shall be allocated to the Member that bears the economic risk of loss for the “partner nonrecourse liability” (within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations) to which the deductions are attributable. If more than one Member bears the economic risk of loss for such “partner nonrecourse liability,” the “partner nonrecourse deductions” attributable to such “partner nonrecourse liability” shall be allocated between the Members according to the proportion in which they bear such economic risk of loss. (f) To the extent an adjustment to the adjusted tax Tax basis of any Company properties asset pursuant to Code Section 734(b) or Code Section 743(b) of the Code is required required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(21(b)(2)(iv)(m) or 1.704-1(b)(2)(iv)(m)(4) of the Treasury Regulations, to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership InterestAccounts, the amount of such adjustment adjustments to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the such asset) or loss (if the adjustment decreases the basis of such basisasset) and such gain or loss shall be specially allocated between the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to Section 1.704-1(b)(2)(iv)(m) of the Treasury Regulations. (g) The Net Losses allocated pursuant to Section 6.01 shall not exceed the maximum amount of Net Losses, losses or deductions that can be so allocated without causing any Member to have a negative Adjusted Capital Account Balance at the end of any Fiscal Year. If some, but not all, of the Members would have a negative Adjusted Capital Account Balance as a consequence of such allocations, the limitation set forth in the preceding sentence shall be applied on a Member-by-Member basis so as to allocate the maximum permissible Net Losses and items of loss and deduction to each Member under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. All Net Losses in excess of the limitation set forth in this Section 6.02(g) shall be allocated to the Members in proportion to their respective positive Adjusted Capital Account Balances, if any, and thereafter to the Members in accordance with their interests as determined by the Management Committee in its reasonable discretion. If any Member would have a negative Adjusted Capital Account Balance at the end of any Fiscal Year, the Capital Account of such Member shall be specially credited with items of Company income (including gross income) and gain from Business conducted by the Company in the amount of such excess as quickly as possible. (h) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account or Special Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies1(b)(2)(iv)(s)(3), or the Company shall make corrective allocations pursuant to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(41(b)(4)(x). (i) appliesAllocations corresponding to those set forth in the foregoing subsections of this Section 6.02 shall be made with respect to each Member’s Special Capital Account prior to the allocation pursuant to Section 6.01(a)(iii) or Section 6.01(b)(ii) of Special Net Profits and Special Net Losses attributable to each Non-Participatory Growth Capital Project to which the allocation relates.

Regulatory Allocations. The Notwithstanding the provisions of Paragraph 3.3 to the contrary, the following special allocations shall be made in given effect for purposes of maintaining the following order:Members’ Capital Accounts. (a) Nonrecourse Deductions shall be allocated to the Members If either Member unexpectedly receives any adjustments, allocations, or distributions described in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section Treas. Reg. §1.704-2(b)(41(b)(2)(ii)(d)(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 5.04(b) is intended to comply with the provisions of Treasury Regulation Section §1.704-2(i1(b)(2)(ii)(d)(5) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof to the contraryor §1.704-1(b)(2)(ii)(d)(6), if there is which result in 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 5.04(c)deficit Capital Account balance, items of income and gain shall be specially allocated to each such Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted eliminate, to the extent required by the Treasury Regulations, the Capital Account deficit of such Member as quickly as possible. This Section 5.04(eFor the purposes of this Paragraph, each Member’s Capital Account balances shall be increased by the sum of (i) the amount such Member is intended obligated to constitute a qualified income offset under Treasury Regulation Section restore pursuant to any provision of the Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treas. Reg. §§ 1.704-1(b)(2)(ii)(d2(g)(1) and 1.704-2(i)(5). (b) The “minimum gain chargeback” and “partner minimum gain chargeback” provisions of Treas. Reg. §§ 1.704-2(f) and 1.704-2(i)(4), respectively, are incorporated herein by reference and shall be interpreted consistently therewithgiven effect. In accordance with Treas. Reg. § 1.704-2(i)(1), deductions attributable to a “partner nonrecourse liability” shall be allocated to the Member that bears the economic risk of loss for such liability. (fc) In If the event that any allocation of deductions to either Member has would cause such Member to have a negative Adjusted deficit Capital Account balance at the end of any Fiscal Year, such Member shall be allocated items taxable year of the Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 Article III have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment and after giving effect to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account adjustments described in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of Subparagraph 3.4(a)), such Member’s Membership Interest, the amount of such adjustment to Capital Accounts deductions 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 instead be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesother Member.

Regulatory Allocations. The following allocations shall be made in the following order: (a) Nonrecourse Deductions Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Regulations Section 1.704-2(i)), if any, of the Company shall be allocated for each period to the Member that bears the economic risk of loss within the meaning of Regulations Section 1.704-2(i) and (ii) “nonrecourse deductions” (as defined in Regulations Section 1.704-2(b)) and excess nonrecourse liabilities” (as defined in Regulations Section 1.752-3(a)), if any, of the Company shall be allocated to the Members in accordance with their respective Sharing PercentagesPercentage Interests. (b) Member Nonrecourse Deductions attributable This Agreement shall be deemed to Member Nonrecourse Debt include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall be allocated to the Members bearing the Economic Risk of 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 on a priority basis to the ratio extent and in which they bear the Economic Risk of Loss. This Section 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewithmanner required by such provisions. (c) Notwithstanding any other provision hereof To the extent that Net Loss or items of loss or deduction otherwise allocable to a Member hereunder would cause such Member to have an Adjusted Capital Account Deficit as of the contraryend of the taxable year to which such Net Loss, if there is a net decrease in Minimum Gain for a Fiscal Year or items of loss or deduction, relate (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and after taking into account the Company did not have sufficient amounts allocation of income and gain during prior years to allocate among the Members under this Section 5.04(c), all items of income and gain for such taxable period), such Net Loss, or items of loss or deduction, shall not be allocated to such Member and instead shall be allocated to each the Members in accordance with Section 6.01 as if such Member in an amount equal to such were not a Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding If any provision hereof to the contrary except Section 5.04(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 5.04(d), items of income and gain shall be allocated to each Member in has 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 5.04(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 Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 Deficit at the end of any Fiscal Yeartaxable year that is in excess of the sum of the amount such Member is obligated to restore pursuant to the penultimate sentences of Regulations Sections 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 deficit excess as quickly as possible; , provided that an allocation pursuant to this Section 5.04(f6.02(d) shall be made only if and to the extent that such Member would have a negative Adjusted deficit Capital Account in excess of such sum after all other allocations provided for in this Section 5.04 Article VI have been tentatively made as if Section 6.02(c) and this Section 5.04(f6.02(d) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. The Notwithstanding the foregoing provisions of this Article 5, the following special allocations shall be made in the following orderorder of priority: (a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). 5.2.1 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 5.04(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 Company Minimum Gain for during 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 taxable year, then each Member shall be allocated items of Company income and gain during prior years to allocate among the Members under this Section 5.04(c)for such taxable year (and, items of income and gain shall be allocated to each Member if necessary, for subsequent years) in an amount equal to such Member’s share of the net decrease in such Company Minimum Gain (as Gain, determined pursuant to Treasury Regulation in accordance with Regulations Section 1.704-2(g)(2)). This Section 5.04(c) 5.2.1 is intended to constitute a comply with the minimum gain chargeback under Treasury Regulation requirement of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(c) (dealing with Minimum Gain), if 5.2.2 If there is a net decrease in Member Nonrecourse Debt Minimum Gain for attributable to a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain for a prior Fiscal Year and the attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(d)for such taxable year (and, items of income and gain shall be allocated to each Member if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as attributable to such Member Nonrecourse Debt, determined pursuant to Treasury Regulation in a manner consistent with the provisions of Regulations Section 1.704-2(i)(4)2(g)(2). This Section 5.04(d) 5.2.2 is intended to constitute a comply with the partner nonrecourse debt minimum gain chargeback under Treasury Regulation requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding 5.2.3 If any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation allocation, or distribution described in Treasury Regulation Distribution of the type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated ), items of income and gain shall be allocated to all such Members (consisting in proportion to the amounts of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Yeartheir respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate any deficit balance in such Member’s the Adjusted Capital Account Deficit of such Member as quickly as possible. This Section 5.04(e) It is intended to constitute that this Section 5.2.3 qualify and be construed as a “qualified income offset under Treasury Regulation offset” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith). 5.2.4 If the allocation of Net Loss (for items of loss or deduction) In the event that any to a Member has a negative as provided in Section 5.1 hereof would create or increase an Adjusted Capital Account at Deficit, 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 end application of any Fiscal Yearthe preceding sentence, otherwise be allocated to such Member shall be allocated items to the other Members in accordance with their relative Percentage Interests, subject to the limitations of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f) shall be made only if and to 5.2.4. 5.2.5 To the extent that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties Asset pursuant to Code Section 734(b) or Code Section 743(b) is required required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4) ), to be taken into account in determining Capital Accounts as the result of a distribution Distribution to any a Member in complete liquidation of such Member’s Membership its 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 to the Members in accordance with their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such Distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. 5.2.6 The Nonrecourse Deductions for each taxable year of the Company shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or their respective Percentage Interests. 5.2.7 The Member Nonrecourse Deductions shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of Regulations Section 1.752-2) for the Member Nonrecourse Debt to whom which such distribution was made if Treasury Regulation Section Member Nonrecourse Deductions are attributable. 5.2.8 The allocations set forth in Sections 5.2.1, 5.2.2, 5.2.3, 5.2.4, 5.2.5, 5.2.6 and 5.2.7 hereof (the “Regulatory Allocations”) are intended to comply with certain requirements of Regulations Sections 1.704-1(b)(2)(iv)(m)(41(b) appliesand 1.704-2(i). Notwithstanding the provisions of Sections 5.1.2 and 5.1.3, 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, the net amount of such allocations of other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred.

Regulatory Allocations. The Notwithstanding the provisions of Section 5.02 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following orderorder of priority: (a) Nonrecourse Deductions Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii) and (iii) of the definition of “Net Profits and Net Losses”) for any taxable period shall be allocated to the Members in the manner and to the minimum extent required by the “minimum gain chargeback” provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) All “nonrecourse deductions” (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any year shall be allocated to the Members in the same manner as Net Profits or Net Losses; provided, however, that nonrecourse deductions attributable to “partner nonrecourse debt” (as defined in Treasury Regulation Section 1.704- 2(b)(4)) shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith2(i)(1). (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 Items of income and or gain during prior years to allocate among (computed with the Members under this Section 5.04(cadjustments contained in paragraphs (i), items (ii) and (iii) of income the definition of “Net Profits and gain Net Losses”) for any taxable period shall be allocated to each the Members in the manner and to the extent required by the “qualified income offset” provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall Net Losses of the Company be allocated to a Member if such allocation would cause or increase a negative balance in an amount equal to such Member’s share 's Adjusted Capital Account (determined, for purposes of this Section 5.03(d) only, by increasing the net decrease in such Minimum Gain (as determined Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-2(g)(21(b)(2)(ii)(c)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 In the contrary except Sections 5.04(c) and Section 5.04(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 event that items of income and gain (consisting of a pro rata portion of each item of income, including gross gain, loss or deduction are allocated to one or more Members pursuant to any of subsections (a) through (d) above (the “Original Allocation”), subsequent items of income, and gain for gain, loss or deduction will first be allocated (subject to the Fiscal Yearprovisions of subsections (a) through (d) above) to the Members in an amount and a manner sufficient designed to eliminate any deficit balance result in such Member’s Adjusted each Member having a Capital Account as quickly as possible. This Section 5.04(e) is intended balance equal to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and what it would have been had the Original Allocation not occurred; provided, however, that no such allocation shall be interpreted consistently therewithmade pursuant to this subsection (e) if (i) the Original Allocation had the effect of offsetting a prior Original Allocation or (ii) the Original Allocation likely (in the opinion of the Company's accountants) will be offset by another Original Allocation in the future (e.g., an Original Allocation of “nonrecourse deductions” under subsection (b) above that likely will be offset by a subsequent “minimum gain chargeback” under subsection (a) above). (f) In the event that any Member has a negative Adjusted Capital Account at the end of any Fiscal YearExcept as otherwise provided herein or as required by Code Section 704, such Member shall be allocated for tax purposes, all items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) income, gain, loss, deduction or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss credit shall be allocated to the Members in accordance with Treasury Regulation the same manner as are Net Profits and Net Losses; provided, however, that if the Carrying Value of any property of the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to such property for tax purposes shall be allocated among the Members so as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in the manner provided for under Code Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies704(c).

Regulatory Allocations. The following allocations shall be made in the following order: (a) Nonrecourse Deductions In order to comply with the "qualified income offset" requirement of the Regulations under Code Section 704(b), and notwithstanding any other provision of this Agreement to the contrary, except Section 10.2(b), in the event a Member for any reason (whether or not expected) has an Adjusted Capital Account Deficit, items of Net Income (consisting of a pro rata portion of the items thereof) shall be allocated to such Member in an amount and manner sufficient to eliminate as quickly as possible the Members in accordance with their respective Sharing PercentagesAdjusted Capital Account Deficit. (b) Member Nonrecourse Deductions attributable In order to Member Nonrecourse Debt shall be allocated to comply with the Members bearing the Economic Risk "minimum gain chargeback" requirements of 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 5.04(b2(f)(1) is intended to comply with the provisions of Treasury Regulation and Section 1.704-2(i) 2(i)(4), and shall be interpreted consistently therewith. (c) Notwithstanding notwithstanding any other provision hereof of this Agreement to the contrary, if in the event 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 5.04(c), items of income and gain shall be allocated to each Member in an amount equal to such Member’s 's share of the net decrease in such Minimum Gain Company minimum gain (as determined pursuant to Treasury defined in Regulation Section 1.704- 2(d)(1)) and/or Member nonrecourse debt minimum gain (as defined in Regulation Section 1.704-2(g)(22(i)(2)). This Section 5.04(c) is intended to constitute during a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(c) (dealing with Minimum Gain)Company taxable year, if there is a net decrease in such 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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(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 for that year (consisting and if necessary, for other years) as required by and in accordance with Regulation Section 1.704-2(f)(1) and Section 1.704-2(i)(4) before any other allocation is made. (c) All items of deduction and loss that, pursuant to Regulation Section 1.704-2(i), are attributable to a pro rata portion of each item of income, including gross income, and gain nonrecourse debt for the Fiscal Year) in an amount and manner sufficient which a Member (or a Person related to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(e) is intended to constitute a qualified income offset Member under Treasury Regulation Section 1.7041.752-1(b)(2)(ii)(d4(b)) and shall be interpreted consistently therewith. bears the economic risk of loss (f) In within the event that any Member has a negative Adjusted Capital Account at the end meaning of any Fiscal YearRegulation Section 1.752-2), such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury by Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 2(c). Nonrecourse deductions (as defined in Regulation Section 1.704-1(b)(2)(iv)(m)(42(b)(3)) to be taken into account in determining Capital Accounts as the result of a distribution to for any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss Fiscal Year shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or the same proportion as Losses are allocated to the Member to whom Members for such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesFiscal Year.

Regulatory Allocations. The following allocations shall be made Notwithstanding any other provision in this Article VI to the contrary, in order to comply with the rules set forth in the Treasury Regulations for (i) allocations of income, gain, loss and deductions attributable to nonrecourse liabilities, and (ii) partnership allocations where partners are not liable to restore deficit capital accounts, the following orderrules shall apply: (a) Nonrecourse Deductions shall be allocated to “Partner nonrecourse deductions” as described and defined in Treasury Reg. 1.704-2(i)(1) and (2) of the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions Regulations attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt a particular “partner nonrecourse liability” (as determined under defined in Treasury Regulation Section Reg. 1.704-2(b)(4). If ; e.g., a Company liability which one or 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 Members have guaranteed) shall be allocated among the Members according to in the ratio in which they the Members bear the Economic Risk economic risk of Loss. This Section 5.04(b) is intended loss with respect to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.such liability; (cb) 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 Items of Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(c), items of gross income and gain shall be allocated among the Members to each Member in an amount equal the extent necessary to such Member’s share of comply with the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under rules for nonrecourse liabilities set forth in Treasury Regulation Section Regs. 1.704-2(f) and shall be interpreted consistently therewith.1.704-2(i)(4) of the Regulations; (dc) Notwithstanding any provision hereof to the contrary except Section 5.04(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 Items of Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(d), items of gross income and gain shall be allocated to each Member in an amount equal to such Member’s share of among the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 5.04(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 Members to the contrary except Sections 5.04(c) and Section 5.04(d) (dealing extent necessary to comply 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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(e) is intended to constitute a qualified income offset under provisions set forth in Treasury Regulation Section Reg. 1.704-1(b)(2)(ii)(d) of the Regulations, relating to unexpected deficit capital account balances (after taking into account (i) all, capital account adjustments prescribed in Treasury Reg. 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith. (fii) In each Member’s share, if any, of the event that any Member has a negative Adjusted Capital Account at Company’s partnership minimum gain and partner nonrecourse minimum gain as provided in Treasury Reg. 1.704-2(g)(1) and 1.704 2(i)(5) of the end of any Fiscal Year, such Member shall be allocated items of Company income and gain in Regulations. Since the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 set forth in this Section 5.04 4 (the “Regulatory Allocations”) may effect results not consistent with the manner in which the Members intend to divide Company distributions, the Operating Committee is authorized to divide other allocations of net profits, net losses, and other items among the Members so as to prevent the Regulatory Allocations from distorting the manner in which distributions would be divided among the Members under Article VI but for application of the Regulatory Allocations. The Operating Committee shall have been tentatively made as if discretion to accomplish this result in any reasonable manner that is consistent with Section 5.04(f) were not in this Agreement.704 of the Code and the related Regulations. The Members may agree, by unanimous written consent, to make any election permitted by the Regulations under Section 704 of the Code that may reduce or eliminate any Regulatory Allocation that would otherwise be required; and (gd) To the extent an adjustment to the adjusted tax The basis of any Company properties pursuant to Code property may be adjusted consistent with Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis 754 of the asset) or loss (if Code, upon proper election by the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesCompany.

Regulatory Allocations. The Notwithstanding the foregoing provisions of this Article 5, the following special allocations shall be made in the following orderorder of priority: (a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). 5.2.1 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 5.04(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 Company Minimum Gain for during 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 taxable year, then each Member shall be allocated items of Company income and gain during prior years to allocate among the Members under this Section 5.04(c)for such taxable year (and, items of income and gain shall be allocated to each Member if necessary, for subsequent years) in an amount equal to such Member’s share of the net decrease in such Company Minimum Gain (as Gain, determined pursuant to Treasury Regulation in accordance with Regulations Section 1.704-2(g)(2)). This Section 5.04(c) 5.2.1 is intended to constitute a comply with the minimum gain chargeback under Treasury Regulation requirement of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(c) (dealing with Minimum Gain), if 5.2.2 If there is a net decrease in Member Nonrecourse Debt Minimum Gain for attributable to a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain for a prior Fiscal Year and the attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(d)for such taxable year (and, items of income and gain shall be allocated to each Member if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as attributable to such Member Nonrecourse Debt, determined pursuant to Treasury Regulation in a manner consistent with the provisions of Regulations Section 1.704-2(i)(4)2(g)(2). This Section 5.04(d) 5.2.2 is intended to constitute a comply with the partner nonrecourse debt minimum gain chargeback under Treasury Regulation requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding 5.2.3 If any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation allocation, or distribution described in Treasury Regulation of the type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated ), items of income and gain shall be allocated to all such Members (consisting in proportion to the deficit amounts of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Yeartheir respective Adjusted Capital Accounts) in an amount and manner sufficient to eliminate any the deficit balance in such Member’s the Adjusted Capital Account of such Member as quickly as possible. This Section 5.04(e) It is intended to constitute that this Section 5.2.3 qualify and be construed as a “qualified income offset under Treasury Regulation offset” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(d) and ). 5.2.4 If the allocation of Net Loss to a Member as provided in Section 5.1 hereof would create or increase a deficit balance in its Adjusted Capital Account, there shall be interpreted consistently therewith. (f) In allocated to such Member only that amount of Net Loss as will not create or increase any such deficit balance. The Net Loss that would, absent the event that any Member has a negative Adjusted Capital Account at application of the end of any Fiscal Yearpreceding sentence, otherwise be allocated to such Member shall be allocated items to the other Members in accordance with their relative Percentage Interests, subject to the limitations of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f) shall be made only if and to 5.2.4. 5.2.5 To the extent that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties asset pursuant to Code Section 734(b) or Code Section 743(b) is required required, pursuant to Treasury Regulation Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4) ), to be taken into account in determining Capital Accounts as the result of a distribution to any a Member in complete liquidation of such Member’s Membership Interestits 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 to the Members in accordance with Treasury Regulation their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member Members to whom such distribution was made if Treasury Regulation in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. 5.2.6 The Nonrecourse Deductions for each taxable year of the Company shall be allocated to the Members in proportion to their Percentage Interest. 5.2.7 The Member Nonrecourse Deductions shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of Regulations Section 1.752-2) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. 5.2.8 The allocations set forth in Sections 5.2.1 through 5.2.7, inclusive (the “Regulatory Allocations”) are intended to comply with certain requirements of Regulations Sections 1.704-1(b) and 1.704-2(i). Notwithstanding the provisions of Section 5.1, 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, the net amount of such allocations of other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred.

Regulatory Allocations. The following allocations This Agreement shall be made in the following order: (a) Nonrecourse Deductions shall be allocated deemed to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable contain provisions relating to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) “minimum gain chargeback,” “nonrecourse deductions,” “qualified income offset,” “gross income allocations,” and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof required to be contained in this Agreement pursuant to the contraryTreasury Regulations promulgated under section 704(b) of the Code (the “Section 16 Allocations”), if there is other than any requirement that 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 Member be required to contribute to the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(c), items of income and gain shall be allocated to each Member in an amount equal to such any deficit in the Member’s share Capital Account. No allocation of Loss shall be made to a Member if the allocation would result in a negative balance in the Member’s Capital Account in excess of the net decrease in such Minimum Gain (as determined amount the Member is deemed obligated to restore pursuant to Treasury Regulation Section the penultimate sentences of Sections 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f2(g)(1) and shall be interpreted consistently therewith. (dI)(5) Notwithstanding any provision hereof to of the contrary except Section 5.04(c) (dealing with Minimum Gain), if Treasury Regulation. If there is a net decrease negative balance 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 5.04(d), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share Capital Account in excess of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 5.04(damount(s) 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 set forth above, the contrary except Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.04(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 in the amount of such deficit that excess as quickly as possible; provided . Any Loss that an allocation cannot be allocated to a Member pursuant to the restrictions contained in this Section 5.04(f) paragraph shall be made only if and allocated to other Members. The Section 16 Allocations are intended to comply with the extent that such Member would have a negative Adjusted Capital Account after all Treasury Regulations promulgated under section 704(b) of the Code. The other allocations provided for in provisions of this Article V notwithstanding, the Section 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to 16 Allocations shall be taken into account in determining Capital Accounts as allocating other Profits, Losses, and items of income, gain, and deduction among the result of a distribution Members so that, to any Member in complete liquidation of such Member’s Membership Interestthe extent possible, the net amount of the allocations of other Profits, Losses, and other items and the Section 16 Allocations to each Member shall equal the net amount that would have been allocated to each such adjustment to Capital Accounts shall be treated as an item of gain (Member if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies16 Allocations had not occurred.

Regulatory Allocations. (a) The following allocations shall be made in the following order: (a) Nonrecourse Deductions shall be allocated accordance with and to the Members in accordance with their respective Sharing Percentagesextent required by Regulations Sections 1.704-2(f), 1.704-2(i), and 1.704-1(b)(2)(ii)(d). (bi) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(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 partnership minimum gain during a Fiscal Partnership Year (or if there was a net decrease determined 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 accordance with Regulations Section 5.04(c1.704-2(d)), items of Partnership gross income and gain shall be allocated to each Member the Partners as quickly as possible in an amount equal to such Member’s share of the net decrease amounts and manner described in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2))2(f) of the Regulations. This Section 5.04(c) provision is intended to constitute a comply with the minimum gain chargeback under Treasury Regulation requirement relating to any nonrecourse liability of the Partnership set forth in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (dii) Notwithstanding any provision hereof to the contrary except Section 5.04(c) (dealing with Minimum Gain), if If there is a net decrease in Member Nonrecourse Debt Minimum Gain for partner nonrecourse debt minimum gain during a Fiscal Partnership Year (or if there was a net decrease determined 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 accordance with Regulations Section 5.04(d1.704-2(i)(3)), items of Partnership gross income and gain shall be allocated as quickly as possible to each Member in an amount equal to such Member’s those Partners who had a share of such partner nonrecourse debt minimum gain at the net decrease end of the preceding Partnership fiscal year (determined in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation accordance with Regulations Section 1.704-2(i)(5)) in the amounts and manner described in Regulations Section 1.704-2(i)(4)). This Section 5.04(d) provision is intended to constitute a comply with the minimum gain chargeback requirement relating to partner nonrecourse debt minimum gain chargeback under Treasury Regulation set forth in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (eiii) Notwithstanding any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), If a Member who Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(41(b)(2)(ii)(d) of the Regulations which creates or increases a deficit balance in its Capital Account in excess of the sum (with respect to each Partner, such Partner's "Permissible Capital Account Deficit") of such Partner's share of the partnership minimum gain (as determined at the end of such Partnership Year in accordance with Regulations Section 1.704-2(g)), such Partner's share of the partner nonrecourse debt minimum gain (5) or (6) as determined at the end of such Partnership Year in accordance with Regulations Section 1.704-2(i)(3)), and such Partner's deficit Capital Account restoration obligation hereunder, if any, then items of Partnership gross income and gain 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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account Partner as quickly as possiblepossible to eliminate such excess, as required by Regulations Section 1.704-1(b)(2)(ii)(d), provided that an allocation pursuant to this provision shall be made only if and to the extent such excess would exist after all other allocations provided for in this Article 4 have been tentatively made for such Partnership Year as if this provision were not in this Agreement. This Section 5.04(e) provision is intended to constitute a comply with the qualified income offset under Treasury Regulation requirement set forth in Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (fiv) In Notwithstanding anything in this Agreement to the event that any Member has contrary, all items of Partnership gross deduction and loss attributable to a negative Adjusted Capital Account at the end of any Fiscal Year, such Member partner nonrecourse debt (as defined in Regulations Section 1.704-2(b)(4)) shall be allocated to the Partner or Partners that bear the economic risk of loss for such partner nonrecourse debt in accordance with Regulations Section 1.704-2(i)(1). (b) The allocations required by Sections 4.4(b) and 4.6(a)(iii) hereof (the "QIO Allocations") are intended to comply with certain requirements of the Regulations. It is the intent of the Partners that, to the extent permissible under the Regulations, all QIO Allocations shall be offset either with other QIO Allocations or with special allocations of other items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation Partnership gross income, gain, loss or deduction pursuant to this Section 5.04(f) 4.6(b). Therefore, notwithstanding any other provision of this Article 4 (other than Section 4.6(a)), the General Partners shall be made only if and make such offsetting special allocations of Partnership gross income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Partner's Capital Account balance is, to the extent that possible, equal to the Capital Account balance such Member Partner would have a negative Adjusted Capital Account after all other allocations provided for in this Section 5.04 have been tentatively made as had if this Section 5.04(f) the QIO Allocations were not in part of this AgreementAgreement and all Partnership items were otherwise allocated pursuant to Section 4.4(a) hereof. (gc) To the extent an adjustment to the adjusted tax basis Items of any Company properties Partnership gross income, gain, loss, or deduction specially allocated pursuant to Code this Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to 4.6 shall not be taken into account in determining Capital Accounts as the result of a distribution Net Income and Net Loss. (d) Subject to any Member in complete liquidation of such Member’s Membership InterestSection 1.3(b), the amount General Partner may, without the consent of such adjustment to Capital Accounts shall be treated as an item any Limited Partner, amend the provisions of gain (if this Agreement and the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be manner in which tax items are allocated to the Members in accordance extent necessary to comply with Treasury Regulation Section Regulations Sections 1.704-1(b)(2)(iv)(m)(21(b) and -2; provided, however, that any such amendment may be made only if such Section applies, or it is not likely to have a material effect on the Member amounts distributable to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesany Partner pursuant to Article 7 hereof upon the liquidation of the Partnership.

Regulatory Allocations. The following allocations (A) If there is a net decrease in Company Minimum Gain or Member Minimum Gain during any fiscal year, the Members shall be made allocated items of Company income and gain for such year (and, if necessary, for subsequent years) in accordance with Regulations Section 1.704-2(f) or 1.704-2(i)(4), as applicable. It is intended that this Section 4.3(c)(i)(A) qualify and be construed as a “minimum gain chargeback” and a “chargeback of partner nonrecourse debt minimum gain” within the meaning of such Regulations, which shall be controlling in the following order:event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (aB) Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the Members in accordance with the number and type of their respective Sharing Percentages. (b) Units. Any Member Nonrecourse Deductions attributable for any fiscal year shall be specially allocated to the Member(s) who bears the economic risk of loss with respect to the Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for which 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 DebtDeductions are attributable, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 5.04(b) is intended to comply accordance with the provisions of Treasury Regulation Regulations Section 1.704-2(i) and shall be interpreted consistently therewith). (cC) Notwithstanding If 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 5.04(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 pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(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 Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated ), items of Company income and gain shall be allocated, in accordance with Regulations Section 1.704-1(b)(2)(ii) (consisting of a pro rata portion of each item of incomed), including gross income, and gain for to the Fiscal Year) Member in an amount and manner sufficient to eliminate any deficit balance in eliminate, to the extent by such Member’s Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible. This Section 5.04(e) It is intended to constitute that this Section 4.3(c)(i)(C) qualify and be construed as a “qualified income offset under Treasury Regulation Section offset” within the meaning of Regulations 1.704-1(b)(2)(ii)(d) and ), which shall be interpreted consistently therewithcontrolling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(C). (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 in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(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 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (gD) To the extent any allocation of Net Loss would cause or increase an adjustment Adjusted Capital Account Deficit as to any Member, such allocation of Net Loss shall be reallocated among the other Members in accordance with the number and type of their respective Units, subject to the adjusted tax basis limitations of any Company properties pursuant this Section 4.3(c)(i)(D). (E) The allocations set forth in Sections 4.3(c)(i)(A), (B), (C) and (D) (the “Regulatory Allocations”) are intended to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section comply with certain regulatory requirements, including the requirements of Regulations Sections 1.704-1(b)(2)(iv)(m)(21(b) or and 1.704-1(b)(2)(iv)(m)(4) to 2. Notwithstanding the provisions of Section 4.3(b), the Regulatory Allocations shall be taken into account in determining Capital Accounts as allocating other items of income, gain, loss and deduction among the result of a distribution Members so that, to any Member in complete liquidation of such Member’s Membership Interestthe extent possible, the net amount of such adjustment allocations of other items and the Regulatory Allocations to Capital Accounts each Member shall be treated as an item of gain (equal to the net amount that would have been allocated to each such Member if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesRegulatory Allocations had not occurred.

Regulatory Allocations. The following allocations shall be made in the following order: (a) Nonrecourse Deductions The foregoing provisions of this Article VIII shall be subject to the following limitation: no Member shall be allocated any items of loss, expense or deduction hereunder if such allocation results in an Adjusted Capital Account Deficit for such Member. Any balance of such items of loss, expense or deduction shall be specially allocated to the other Members in accordance with proportion to their respective Sharing Percentagespositive Capital Account balances. (b) Notwithstanding the foregoing provisions of this Article VIII, in the event any Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704(b)(2)(ii)(d)(4), 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 5.04(b1(b)(2)(ii)(d)(5) is intended to comply with the provisions of Treasury Regulation Section and 1.704-2(i1(b)(2)(ii)(d)(6) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof to of 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 5.04(c)Treasury Regulations, items of income and gain shall be specially allocated to each such Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(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) in an amount and manner sufficient to eliminate any deficit balance in such Member’s eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible. This Section 5.04(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 in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f8.7(b) shall be made only if and to the extent that such Member would have a negative an Adjusted Capital Account Deficit after all other allocations provided for in this Section 5.04 Article VIII have been tentatively made as if this Section 5.04(f8.7(b) were not in this the Agreement. (gc) To The allocations set forth in Sections 8.7(a) and (b) (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 an adjustment to the adjusted tax basis possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of any Company properties other items of income, gain, loss or deduction pursuant to Code this Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies8.7.

Regulatory Allocations. The Notwithstanding any other provisions of this Section 6.2, the following special allocations shall be made in the following orderfor each taxable period: (a) Nonrecourse Deductions shall be allocated to the Members in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of 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 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (ci) Notwithstanding any other provision hereof to the contraryof this Section 6.2, 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 during any taxable period, each Member shall be allocated items of Company did not have sufficient amounts of income and gain during prior years to allocate among for such period (and, if necessary, subsequent periods) in the Members under manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 5.04(c6.2(b), items each Member’s Capital Account shall be determined, and the allocation of income and or gain required hereunder shall be allocated effected, prior to each Member in an amount equal the application of any other allocations pursuant to this Section 6.2(b) with respect to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2))taxable period. This Section 5.04(c6.2(b)(i) is intended to constitute a comply with the minimum gain chargeback under requirement in Treasury Regulation Section 1.704-1.704- 2(f) and shall be interpreted consistently therewith. (dii) Notwithstanding any provision hereof to the contrary except other provisions of this Section 5.04(c6.2 (other than Section 6.2(b)(i) (dealing with Minimum Gainabove), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for during any taxable period, any Member with a Fiscal Year (or if there was a net decrease in share of Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and at the beginning of such taxable period shall be allocated items of Company did not have sufficient amounts of income and gain during prior years to allocate among for such period (and, if necessary, subsequent periods) in the Members under this Section 5.04(d), items of income manner and gain shall be allocated to each Member amounts provided 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) and (j)(2)(ii). For purposes of this Section 6.2(b), each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.2(b), other than Section 6.2(b)(i) above, with respect to such taxable period. This Section 5.04(d6.2(b)(ii) is intended to constitute a comply with the partner nonrecourse debt minimum gain chargeback under requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (eiii) Notwithstanding any provision hereof to the contrary except Except as provided in Sections 5.04(c6.2(b)(i) and Section 5.04(d6.2(b)(ii) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain)above, a Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4l(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 Yeartaxable year) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possiblepossible provided that an allocation pursuant to this Section 6.2(b)(iii) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account after all allocations provided for in this Article 6 have been tentatively made as if this Section 6.2(b)(iii) were not in this Agreement. This Section 5.04(e6.2(b)(iii) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d1 (b)(2)(ii)(d) and shall be interpreted consistently therewith. (fiv) In the event that any Member has a negative deficit balance in its Adjusted Capital Account at the end of any Fiscal Yeartaxable year, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f6.2(b)(iv) shall be made only if and to the extent that such Member would have a negative deficit balance in its Adjusted Capital Account after all other allocations provided for in this Section 5.04 Article 6 have been tentatively made as if Section 6.2(b)(iii) and this Section 5.04(f6.2(b)(iv) were not in this Agreement. (gv) To the extent an adjustment to the adjusted tax basis of any Company properties property pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4l(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4l(b)(2)(iv)(m)(4) applies. (vi) If, as a result of an exercise of a noncompensatory option or warrant, a Capital Account reallocation is required under Proposed Treasury Regulation Section 1.704-l(b)(2)(iv)(s)(3) (as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations), the Company shall make corrective allocations pursuant to Proposed Treasury Regulation Section 1.704-l(b)(4)(x), as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations. (vii) If any holder of Management Units or Profits Units forfeits all or a portion of such Units, the Company shall make forfeiture allocations to such holder in the manner and to the extent required by Proposed Treasury Regulation Section 1.704-1(b)(4)(xii) (as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations). (viii) Nonrecourse Deductions for any taxable period shall be allocated to the Members holding Preferred Units or Series B Units in accordance with their relative Nonrecourse Deduction Shares. (ix) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that 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 Regulation Section 1.704-2(i). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.

Regulatory Allocations. The Notwithstanding the provisions of Paragraph 3.3 to the contrary, the following special allocations shall be made in given effect for purposes of maintaining the following order:Participants’ Capital Accounts. (a) Nonrecourse Deductions shall be allocated to the Members If either Participant unexpectedly receives any adjustments, allocations, or distributions described in accordance with their respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4)Treas. 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 LossReg. This Section 5.04(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 5.04(c§ 1.704 -1(b)(2)(ii)(d)(4), § 1.704 -1(b)(2)(ii)(d)(5) or § 1.704 -1(b)(2)(ii)(d)(6), which result in a deficit Capital Account balance, then items of income and gain shall be specially allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(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 5.04(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 5.04(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 Sections 5.04(c) and Section 5.04(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) Participant in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted eliminate, to the extent required by the Treasury Regulations, the Capital Account deficit of such Participant as quickly as possible. This Section 5.04(eFor the purposes of this Paragraph, each Participant’s Capital Account balances shall be increased by the sum of (i) the amount such Participant is intended obligated to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(drestore pursuant to any provision of the Agreement, and (ii) the amount such Participant is deemed to be obligated to restore pursuant to the penultimate sentences of Treas. Reg. §§ 1.704 -2(g)(1) and 1.704 -2(i)(5). (b) The “minimum gain chargeback” and “partner minimum gain chargeback” provisions of Treas. Reg. §§ 1.704 -2(f) and 1.704 -2(i)(4), respectively, are incorporated herein by reference and shall be interpreted consistently therewithgiven effect. In accordance with Treas. Reg. § 1.704 2(i)(1), deductions attributable to a “partner nonrecourse liability” shall be allocated to the Participant that bears the economic risk of loss for such liability. All other allocations shall be in accordance with the regulation under Section 704(b) of the Code. (fc) In If the event that any Member has allocation of deductions to either Participant would cause such Participant to have a negative Adjusted deficit Capital Account balance at the end of any Fiscal Year, such Member shall be allocated items taxable year of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 5.04(f) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account tax partnership (after all other allocations provided for in this Section 5.04 Article III have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent an adjustment and after giving effect to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account adjustments described in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of Subparagraph 3.4(a)), then such Member’s Membership Interest, the amount of such adjustment to Capital Accounts deductions 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 instead be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) appliesother Participant.