Common use of Regulatory Allocations Clause in Contracts

Regulatory Allocations. (A) If there is a net decrease in Company Minimum Gain or Member Minimum Gain during any fiscal year, the Members shall be allocated items of Company income and gain for such year (and, if necessary, for subsequent years) in accordance with Regulation 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 event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (B) Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the Members in accordance with the number and type of their Units. Any Member Nonrecourse Deductions 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 to which such Member Nonrecourse Deductions are attributable, in accordance with Regulation Section 1.704-2(i). (C) If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulation Section 1.704-1(b)(2)(ii) (d), to the Member in an amount and manner sufficient to eliminate, to the extent by such Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible. It is intended that this Section 4.3(c)(i)(C) qualify and be construed as a “qualified income offset” within the meaning of Regulation Section 1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(C). (D) The allocations set forth in Sections 4.3(c)(i)(A), (B) and (C) (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulation Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(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. (Aa) If there is a net decrease 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 Minimum Gain or Member Minimum Gain during any fiscal year, the Members shall be allocated items for each period to the Member that bears the economic risk of Company income and gain for such year (and, if necessary, for subsequent years) in accordance with Regulation 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” loss within the meaning of such 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), which if any, of the Company shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (B) Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the Members in accordance with their respective Distribution Percentage Interests. (b) This Agreement is intended to comply with Section 704(b) of the number Code and type 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 their Units. Any 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 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 and instead shall be allocated to the Members in accordance with Section 6.01 as if such Member were not a Member. (d) If any fiscal year Member has an Adjusted Capital Account Deficit at the end of any taxable year, each such Member shall be specially allocated to the Member(s) who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable, in accordance with Regulation Section 1.704-2(i). (C) If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.02(d) shall be allocated, in accordance with Regulation Section 1.704-1(b)(2)(ii) (d), to the Member in an amount and manner sufficient to eliminate, made only to the extent by such Regulations, the Member’s Adjusted Capital Account Deficit of the Member would increase if all other allocations provided for in this Article VI were made as quickly as possible. It is intended that this if Section 4.3(c)(i)(C6.02(c) qualify and be construed as a “qualified income offset” within the meaning of Regulation Section 1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(C)6.02(d) were not in this Agreement. (De) The Any allocations set forth in required to be made pursuant to Sections 4.3(c)(i)(A6.02(a), (Bc) and or (Cd) (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulation Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(b)(other than allocations, the effects of which are likely to be offset in the future by other Regulatory Allocations Allocations) shall be taken into account account, to the extent permitted by Section 704(b) of the Code and the Regulations thereunder, in allocating other items computing subsequent allocations of income, gain, loss or deduction pursuant to Section 6.01 so that the net amount of any items so allocated and deduction among the Members so thatall other items allocated to each Member shall, 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 Member pursuant to Section 6.01 had such Member if the Regulatory Allocations had under this Section 6.02 not occurred. (f) The provisions of this Article VI (and other related provisions in 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 Regulations, 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 Managing Member is authorized to modify these allocations (including by making allocations of gross items of income, gain, loss or deduction rather than allocations of net items) to ensure that they achieve the intended results, to the extent permitted by Section 704(b) of the Code and the Regulations thereunder.

Regulatory Allocations. (Aa) If there is a net decrease in Company Minimum Gain or Member Minimum Gain during any fiscal year, The Members intend that the Members allocations pursuant to this Section 9.4 shall be allocated items of Company income and gain for such year (and, if necessary, for subsequent years) equivalent to allocations that are or are deemed to be in accordance with Regulation 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 the “minimum gain chargeback” and a “chargeback of partner nonrecourse debt minimum gainpartners interests in the partnership” within the meaning of such Regulations, which shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (B) Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the Members in accordance with the number and type of their Units. Any Member Nonrecourse Deductions 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 to which such Member Nonrecourse Deductions are attributable, in accordance with Regulation Section 1.704-2(i). (C) If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulation Section 1.704-1(b)(2)(ii) (d), to the Member in an amount and manner sufficient to eliminate, to the extent by such Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible. It is intended that this Section 4.3(c)(i)(C) qualify and be construed as a “qualified income offset” within the meaning of Regulation Section 1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(C). (D) The allocations set forth in Sections 4.3(c)(i)(A), (B) and (C) (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulation Sections §§ 1.704-1(b) and 1.704-2. Notwithstanding , 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 4.3(b9.3, 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 Regulatory Allocations 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 taken into account made to the Members in allocating other items accordance with Section 9.3, as applicable, notwithstanding this Section 9.4(b). Allocations of income, gain, loss and deduction Profits following any allocations of Losses subject to this Section 9.4(b) shall be allocated among the Members in a manner so that, as to offset the allocations of Losses previously made to the extent possible, Members pursuant to this Section 9.4(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the net sum of (a) the amount of such Member’s share of partnership minimum gain (as defined in Regulation §1.704-2(g)(l) and (3)) and (b) the amount of such Member’s share of partner nonrecourse debt minimum gain (as defined in Regulation §1.704-2(i)(5)), and decreased by reasonably expected adjustments, 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 occurreddistributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. (A) If there For all periods when the Company is not a net decrease in Company Minimum Gain or Member Minimum Gain during any fiscal yearDRE, notwithstanding the provisions of Section 6.1 above, the Members following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) 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 items to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions 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 and Treasury Regulation Section 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 event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (Bb) Any Nonrecourse Deductions All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any fiscal year shall be specially allocated to the Members in accordance with their respective Percentage Interests; 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 the number and type provisions of their Units. Any Member Nonrecourse Deductions 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 to which such Member Nonrecourse Deductions are attributable, in accordance with Treasury Regulation Section 1.704-2(i2(i)(1). (Cc) If any Member unexpectedly receives an adjustment, allocation Items of income or distribution described gain (computed with the adjustments contained in Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraphs (i), (5) or (6ii), items (iii), (iv), (v) and (vi) of Company income the definition of "Net Profits" and gain "Net Losses") for any taxable period shall be allocated, in accordance with Regulation Section 1.704-1(b)(2)(ii) (d), allocated to the Member Members in an amount the manner and manner sufficient to eliminate, to the extent required by such Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible. It is intended that this Section 4.3(c)(i)(C) qualify and be construed as a “"qualified income offset” within the meaning " provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d), which . (d) In no event shall Net Losses of the Company be controlling allocated to a Member if such allocation would cause or increase a negative balance in the event such Member's Capital Account (determined for purposes of a conflict between such Regulations and this Section 4.3(c)(i)(C6.2(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company 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 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (De) The allocations set forth in Sections 4.3(c)(i)(A)Except as otherwise provided herein or as required by Section 704 of the Code, (B) and (C) (the “Regulatory Allocations”) are intended to comply with certain regulatory requirementsfor tax purposes, including the requirements of Regulation Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(b), the Regulatory Allocations shall be taken into account in allocating other all items of income, gain, loss loss, deduction or 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 that, as to take account of the extent possible, variation between the net amount adjusted basis of such allocations the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board 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 occurredManagers in their sole discretion.

Regulatory Allocations. (Ai) If there is a net decrease in (1) Company Minimum Gain or (2) Member Minimum Gain during any fiscal yearFiscal Year, the Members shall be 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 4.3(c)(i)(A7.4(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 Regulationsregulations, which shall be controlling in the event of a conflict between such Regulations regulations and this Section 4.3(c)(i)(A7.4(a)(i). (Bii) Any Nonrecourse Deductions for any fiscal year Fiscal Year shall be specially allocated to the Members in accordance with the number and type of proportion to their UnitsCapital Contributions. Any Member Nonrecourse Deductions for any fiscal year 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 to which such Member Nonrecourse Deductions are attributable, in accordance with Treasury Regulation Section 1.704-2(i). (Ciii) If any Member unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii) (d1(b)(2)(ii)(d), to the Member in an amount and manner sufficient to eliminate, to the extent required by such RegulationsRegulation, the Adjusted Capital Account Deficit of the Member as quickly as possible. It is intended that this Section 4.3(c)(i)(C7.4(a)(iii) qualify and be construed as a “"qualified income offset” " within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict between such Regulations Regulation and this Section 4.3(c)(i)(C7.4(a)(iii). (Div) If, 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 4.3(c)(i)(A7.4(a)(i), (Bii), (iii) and (Civ) (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 4.3(b)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. (Aa) If there is a net decrease 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 Minimum Gain or Member Minimum Gain during any fiscal year, the Members shall be allocated items for each period to the Member that bears the economic risk of Company income and gain for such year (and, if necessary, for subsequent years) in accordance with Regulation 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” loss within the meaning of such RegulationsRegulations 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)), which if any, of the Company shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (B) Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the Members in accordance with their respective Capital Percentages. (b) This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the number 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 type in the manner required by such provisions. (c) 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 their Unitsthe end of the taxable year to which such Net Losses relate (after taking into account the allocation of all items of income and gain for such taxable period), such Net Losses shall not be allocated to such Member. Any 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 Nonrecourse Deductions for by Member basis and Net Losses not allocable to any fiscal year 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 under Section 1.704-1(b)(2)(ii)(d) of the Regulations. (d) If any Member has an Adjusted Capital Account Deficit at the end of any taxable year, such Member shall be specially allocated to the Member(s) who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable, in accordance with Regulation Section 1.704-2(i). (C) If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulation Section 1.704-1(b)(2)(ii) (d), to the Member in an amount and manner sufficient to eliminate, to the extent by of such Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible. It is intended , provided that an allocation pursuant to this Section 4.3(c)(i)(C6.02(d) qualify and be construed as a “qualified income offset” within the meaning of Regulation Section 1.704-1(b)(2)(ii)(d), which shall be controlling made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in the event of a conflict between such Regulations this Article 6 have been made as if Section 6.02(c) and this Section 4.3(c)(i)(C)6.02(d) were not in this Agreement. (D) The allocations set forth in Sections 4.3(c)(i)(A), (B) and (C) (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulation Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(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. (A) If there is a net decrease in Company Minimum Gain or Member Minimum Gain during any fiscal yearNotwithstanding the provisions of Section 6.01 above, the Members following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) 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 items to the Members in the manner and to the minimum extent required by the “minimum gain chargeback” provisions 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 and Treasury Regulation Section 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 event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (Bb) Any Nonrecourse Deductions All “nonrecourse deductions” (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any fiscal year taxable period shall be specially 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 the number and type provisions of their Units. Any Member Nonrecourse Deductions 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 to which such Member Nonrecourse Deductions are attributable, in accordance with Treasury Regulation Section 1.704-2(i2(i)(1). (Cc) If 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 Member unexpectedly receives an adjustment, allocation or distribution described taxable period shall be allocated to 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 such Member’s 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 Member’s Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company 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 Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or and (6), items of Company income and gain shall be allocated, in accordance with Regulation Section 1.704-1(b)(2)(ii) (d), to the Member in an amount and manner sufficient to eliminate, to the extent by such Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible. It is intended that this Section 4.3(c)(i)(C) qualify and be construed as a “qualified income offset” within the meaning of Regulation Section 1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(C). (De) The allocations set forth in Sections 4.3(c)(i)(A), (B) and (C) (In the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulation Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(b), the Regulatory Allocations shall be taken into account in allocating other event that items of income, 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, gain, loss or deduction will first be allocated (subject to the provisions of subsections (a) through (d)) to the Members in a manner designed to result in each Member 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 made 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 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 valid Code Section 83(b) election has been made and some or all of such Member’s interest is forfeited, in the year of such forfeiture and subsequent years if necessary, items of gross income, gain, loss or deduction shall be allocated to such Member to the extent available so that 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 manner consistent with such regulation. (g) Except as otherwise provided herein or as required by Code Section 704, for tax purposes, all items of income, gain, loss, deduction or 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 that, as to take account of the extent possible, variation between the net amount 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 1.704-3(b)), unless otherwise determined by the Board and with the consent 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 occurredHeska.

Regulatory Allocations. Notwithstanding the provisions of Section 3.3 to the contrary, the following special allocations shall be given effect for purposes of maintaining the parties’ Capital Accounts. (Aa) If there is either party unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulation Sections 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 net decrease in Company Minimum Gain or Member Minimum Gain during any fiscal yeardeficit Capital Account balance, the Members shall be allocated items of Company income and gain for such year (and, if necessary, for subsequent years) in accordance with Regulation 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 event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (B) Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the Members in accordance with the number and type of their Units. Any Member Nonrecourse Deductions 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 to which each such Member Nonrecourse Deductions are attributable, in accordance with Regulation Section 1.704-2(i). (C) If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulation Section 1.704-1(b)(2)(ii) (d), to the Member party in an amount and manner sufficient to eliminate, to the extent required by such the Treasury Regulations, the Adjusted Capital Account Deficit deficit of the Member such party as quickly as possible. It is intended that For the purposes of this Section 4.3(c)(i)(C) qualify and be construed as a “qualified income offset” within the meaning of Regulation Section 1.704-1(b)(2)(ii)(d3.4(a), which each party’s Capital Account balance shall be controlling in increased by the event sum of a conflict between such Regulations (i) the amount that party is obligated to restore pursuant to any provision of the Agreement, and this Section 4.3(c)(i)(C(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). (Db) The allocations set forth in “minimum gain chargeback” and “partner minimum gain chargeback” provisions of Treasury Regulation Sections 4.3(c)(i)(A1.704 -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 -2(i)(1), deductions attributable to a “partner nonrecourse liability” shall be allocated to the party that bears the economic risk of loss for such liability. (Bc) If the allocation of deductions to either party would cause such party to have a deficit Capital Account balance at the end of any taxable year of the tax partnership (after all other allocations provided for in this Article III have been made and after giving effect to the adjustments described in subparagraph (Ca) (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulation Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(b3.4), the Regulatory Allocations such deductions shall instead be taken into account in allocating other items of income, gain, loss and deduction among the Members so that, allocated 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 occurredparty.

Regulatory Allocations. (Aa) If there is 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 net decrease in Company Minimum Gain Member for any reason (whether or Member Minimum Gain during any fiscal yearnot expected) has an Adjusted Capital Account Deficit, items of Net Income (consisting of a pro rata portion of the Members items thereof) shall be allocated items of Company income and gain for to such year (and, if necessary, for subsequent years) in accordance with Regulation 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 event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (B) Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the Members in accordance with the number and type of their Units. Any Member Nonrecourse Deductions 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 to which such Member Nonrecourse Deductions are attributable, in accordance with Regulation Section 1.704-2(i). (C) If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulation Section 1.704-1(b)(2)(ii) (d), to the Member in an amount and manner sufficient to eliminate, to the extent by such Regulations, eliminate as quickly as possible the Adjusted Capital Account Deficit Deficit. (b) In order to comply with the "minimum gain chargeback" requirements of Regulation Section 1.704-2(f)(1) and Section 1.704-2(i)(4), and notwithstanding any other provision of this Agreement to the contrary, in the event there is a net decrease in a Member's share of Company minimum gain (as defined in Regulation Section 1.704- 2(d)(1)) and/or Member nonrecourse debt minimum gain (as quickly defined in Regulation Section 1.704-2(i)(2)) during a Company taxable year, such Member shall be allocated items of income and gain for that year (and if necessary, for other years) as possible. It 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 intended that this made. (c) All items of deduction and loss that, pursuant to Regulation Section 4.3(c)(i)(C1.704-2(i), are attributable to a nonrecourse debt for which a Member (or a Person related to such Member under Treasury Regulation Section 1.752-4(b)) qualify and be construed as a “qualified income offset” bears the economic risk of loss (within the meaning of Regulation Section 1.752-2), shall be allocated to such Member as required by Regulation Section 1.704-1(b)(2)(ii)(d2(c), which . Nonrecourse deductions (as defined in Regulation Section 1.704-2(b)(3)) for any Fiscal Year shall be controlling allocated to the Members in the event of a conflict between such Regulations and this Section 4.3(c)(i)(C). (D) The allocations set forth in Sections 4.3(c)(i)(A), (B) and (C) (the “Regulatory Allocations”) same proportion as Losses are intended allocated to comply with certain regulatory requirements, including the requirements of Regulation Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(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 for 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 occurredFiscal Year.

Regulatory Allocations. (Aa) If there is a net decrease in Company Minimum Gain or The foregoing provisions of this Article VIII shall be subject to the following limitation: no Member Minimum Gain during any fiscal year, the Members shall be allocated any items of Company income and gain loss, expense or deduction hereunder if such allocation results in a Capital Account deficit for such year (and, if necessary, for subsequent years) in accordance with Regulation Section 1.704-2(f) or 1.704-2(i)(4), as applicableMember. 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 Any balance of such Regulationsitems of loss, which shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (B) Any Nonrecourse Deductions for any fiscal year expense or deduction shall be specially allocated to the other Members in accordance with proportion to their positive Capital Account balances. (b) Notwithstanding the number foregoing provisions of this Article VIII, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and type 1.704-1(b)(2)(ii)(d)(6) of their Units. Any Member Nonrecourse Deductions for any fiscal year the Treasury Regulations, items of income and gain shall be specially allocated to the Member(s) who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which each such Member Nonrecourse Deductions are attributable, in accordance with Regulation Section 1.704-2(i). (C) If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulation Section 1.704-1(b)(2)(ii) (d), to the Member in an amount and manner sufficient to eliminate, to the extent required by such the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as quickly as possible. It is intended , provided that an allocation pursuant to this Section 4.3(c)(i)(C8.9(b) qualify and be construed as a “qualified income offset” within the meaning of Regulation Section 1.704-1(b)(2)(ii)(d), which shall be controlling made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made as if this Section 8.9(b) were not in the event of a conflict between such Regulations and this Section 4.3(c)(i)(C)Agreement. (Dc) The allocations set forth in Sections 4.3(c)(i)(A), (B8.9(a) and (Cb) (the “"Regulatory Allocations”") are intended to comply with certain regulatory requirements, including the requirements of Regulation Sections 1.704-1(b) and 1.704-2the Treasury Regulations. Notwithstanding It is the provisions intent of Section 4.3(b)the Members that, to the extent possible, all Regulatory Allocations shall be taken into account in allocating offset either with other Regulatory Allocations or with special allocations of other items of income, gain, loss and or deduction among the Members so that, pursuant 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 occurredthis Section 8.9.

Regulatory Allocations. Notwithstanding the provisions of Section 3.3 to the contrary, the following special allocations shall be given effect for purposes of maintaining the parties' Capital Accounts. (Aa) If there is a net decrease either party unexpectedly receives any adjustments, allocations, or distributions described in Company Minimum Gain or Member Minimum Gain during any fiscal year, the Members shall be allocated items of Company income and gain for such year (and, if necessary, for subsequent years) in accordance with Treasury Regulation Section Sections 1.704-2(f1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-2(i)(41(b)(2)(ii)(d)(6), as applicable. It is intended that this Section 4.3(c)(i)(A) qualify which result in a deficit Capital Account balance, items of income 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 event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (B) Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the Members in accordance with the number and type of their Units. Any Member Nonrecourse Deductions 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 to which each such Member Nonrecourse Deductions are attributable, in accordance with Regulation Section 1.704-2(i). (C) If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulation Section 1.704-1(b)(2)(ii) (d), to the Member party in an amount and manner sufficient to eliminate, to the extent required by such the Treasury Regulations, the Adjusted Capital Account Deficit deficit of the Member such party as quickly as possible. It is intended that For the purposes of this Section 4.3(c)(i)(C3.4(a), each party's Capital Account balance shall be increased by the sum of (i) qualify the amount that party is obligated to restore pursuant to any provision of the Agreement, and (ii) the amount that party is deemed to be construed as a “qualified income offset” within obligated to restore pursuant to the meaning 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)(d2(i)(1), which deductions attributable to a "partner nonrecourse liability" shall be controlling in allocated to the event party that bears the economic risk of a conflict between loss for such Regulations and this Section 4.3(c)(i)(C)liability. (Dc) The If the allocation of deductions to either party would cause such party to have a deficit Capital Account balance at the end of any taxable year of the tax partnership (d) (after all other allocations set forth provided for in Sections 4.3(c)(i)(Athis Article III have been made and after giving effect to the adjustments described in subparagraph (a) of Section 3.4), (B) and (C) (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulation Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(b), the Regulatory Allocations such deductions shall instead be taken into account in allocating other items of income, gain, loss and deduction among the Members so that, allocated 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 occurredparty.

Regulatory Allocations. This Agreement shall be deemed to contain provisions relating to "minimum gain chargeback," "nonrecourse deductions," "qualified income offset," "gross income allocations," and any other provision required to be contained in this Agreement pursuant to the Treasury Regulations promulgated under section 704(b) of the Code (Athe "Regulatory Allocations"), other than any requirement that a Member be required to contribute to the Company an amount equal to any deficit in the Member'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) If the amount the Member has loaned to the Company or (b) the amount of the Company's debt that the Member has guaranteed. In the event there is a net decrease negative balance in Company Minimum Gain or Member Minimum Gain during any fiscal yearthe Member's Capital Account in excess of the amount(s) set forth above, the Members Member shall be allocated items of Company income and gain for such year (and, if necessary, for subsequent years) in accordance with Regulation 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 event amount of a conflict between such Regulations and this Section 4.3(c)(i)(A). (B) Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the Members in accordance with the number and type of their Units. Any Member Nonrecourse Deductions 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 to which such Member Nonrecourse Deductions are attributable, in accordance with Regulation Section 1.704-2(i). (C) If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulation Section 1.704-1(b)(2)(ii) (d), to the Member in an amount and manner sufficient to eliminate, to the extent by such Regulations, the Adjusted Capital Account Deficit of the Member that excess as quickly as possible. It is intended Any Loss that cannot be allocated to a Member pursuant to the restrictions contained in this Section 4.3(c)(i)(C) qualify and be construed as a “qualified income offset” within the meaning of Regulation Section 1.704-1(b)(2)(ii)(d), which paragraph shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(C). (D) allocated to other Members. The allocations set forth in Sections 4.3(c)(i)(A), (B) and (C) (the “Regulatory Allocations”) Allocations are intended to comply with certain regulatory requirements, including the requirements Treasury Regulations promulgated under section 704(b) of Regulation Sections 1.704-1(b) and 1.704-2the Code. Notwithstanding the The other provisions of Section 4.3(b)this Article V notwithstanding, the Regulatory Allocations shall be taken into account in allocating other Profits, Losses, and items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such the allocations of other Profits, Losses, and 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. (A) If there is a net decrease in Company Minimum Gain or Member Minimum Gain during any fiscal year, the Members shall be allocated items of Company income and gain for such year (and, if necessary, for subsequent years) in accordance with Regulation 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 event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (B) Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the Members in accordance with the number and type of their Units. Any Member Nonrecourse Deductions 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 to which such Member Nonrecourse Deductions are attributable, in accordance with Regulation Regulations Section 1.704-2(i). (C) If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulation Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulation Regulations Section 1.704-1(b)(2)(ii) (d1(b)(2)(ii)(d), to the Member in an amount and manner sufficient to eliminate, to the extent required by such Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible. It is intended that this Section 4.3(c)(i)(C) qualify and be construed as a “qualified income offset” within the meaning of Regulation Section Regulations 1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(C). (D) The allocations set forth in Sections 4.3(c)(i)(A), (B) and (C) (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulation Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(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. Notwithstanding the provisions of Section 3.3 to the contrary, the following special allocations shall be given effect for purposes of maintaining the parties' Capital Accounts. (Aa) If there is either party unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulation Sections 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 net decrease in Company Minimum Gain or Member Minimum Gain during any fiscal yeardeficit Capital Account balance, the Members shall be allocated items of Company income and gain for such year (and, if necessary, for subsequent years) in accordance with Regulation 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 event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (B) Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the Members in accordance with the number and type of their Units. Any Member Nonrecourse Deductions 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 to which each such Member Nonrecourse Deductions are attributable, in accordance with Regulation Section 1.704-2(i). (C) If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulation Section 1.704-1(b)(2)(ii) (d), to the Member party in an amount and manner sufficient to eliminate, to the extent required by such the Treasury Regulations, the Adjusted Capital Account Deficit deficit of the Member such party as quickly as possible. It is intended that For the purposes of this Section 4.3(c)(i)(C) qualify and be construed as a “qualified income offset” within the meaning of Regulation Section 1.704-1(b)(2)(ii)(d3.4(a), which each party's Capital Account balance shall be controlling in increased by the event sum of a conflict between such Regulations (i) the amount that party is obligated to restore pursuant to any provision of the Agreement, and this Section 4.3(c)(i)(C(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). (Db) The allocations set forth in "minimum gain chargeback" and "partner minimum gain chargeback" provisions of Treasury Regulation Sections 4.3(c)(i)(A1.704 -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 -2(i)(1), deductions attributable to a "partner nonrecourse liability" shall be allocated to the party that bears the economic risk of loss for such liability. (Bc) If the allocation of deductions to either party would cause such party to have a deficit Capital Account balance at the end of any taxable year of the tax partnership (after all other allocations provided for in this Article III have been made and after giving effect to the adjustments described in subparagraph (Ca) (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulation Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(b3.4), the Regulatory Allocations such deductions shall instead be taken into account in allocating other items of income, gain, loss and deduction among the Members so that, allocated 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 occurredparty.

Regulatory Allocations. 5.2.1. Notwithstanding any other provision of this Agreement, (Ai) If there is a net decrease “partner nonrecourse deductions” (as defined in Regulations Section 1.704 2(i)), if any, of the Company Minimum Gain or Member Minimum Gain during any fiscal year, the Members shall be allocated items for each period to the Member that bears the economic risk of Company income and gain for such year (and, if necessary, for subsequent years) in accordance with Regulation loss within the meaning of Regulations Section 1.704-2(f2(i) or and (ii) “nonrecourse deductions” (as defined in Regulations Section 1.704-2(i)(42(b)) and “excess nonrecourse liabilities” (as defined in Regulations Section 1.752-3(a)), as applicableif any, of the Company shall be allocated equally among the Members. 5.2.2. It is intended that this Section 4.3(c)(i)(A) qualify and This Agreement shall be construed as a deemed to include “qualified income offset,” “minimum gain chargeback” and a “chargeback of partner nonrecourse debt minimum gaingain chargeback” provisions within the meaning of such Regulationsthe Regulations under Section 704(b) of the Code. Accordingly, which notwithstanding any other provision of this Agreement, items of gross income shall be controlling allocated to the Members on a priority basis to the extent and in the event of a conflict between manner required by such Regulations and this Section 4.3(c)(i)(A)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 (B) Any Nonrecourse Deductions after taking into account the allocation of all items of income and gain for any fiscal year such taxable period), such Net Loss, or items of loss or deduction, shall not be allocated to such Member and instead shall be specially allocated to the Members in accordance with Section 5.1 as if such Member were not a Member. 5.2.4. If any Member has an Adjusted Capital Account Deficit at the number and type end of their Units. Any any taxable year, such Member Nonrecourse Deductions 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 to which such Member Nonrecourse Deductions are attributable, in accordance with Regulation Section 1.704-2(i). (C) If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulation Section 1.704-1(b)(2)(ii) (d), to the Member in an amount and manner sufficient to eliminate, to the extent by of such Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible. It is intended , provided that an allocation pursuant to this Section 4.3(c)(i)(C) qualify and be construed as a “qualified income offset” within the meaning of Regulation Section 1.704-1(b)(2)(ii)(d), which 5.2.4 shall be controlling made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in the event of a conflict between such Regulations this Article V have been made as if Section 5.2.3 and this Section 4.3(c)(i)(C)5.2.4 were not in this Agreement. (D) The 5.2.5. Any allocations set forth in required to be made pursuant to Sections 4.3(c)(i)(A), (B) and (C) 5.2.1-5.2.4 (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulation Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(b)(other than allocations, the Regulatory Allocations effects of which are likely to be offset in the future by other special allocations) shall be taken into account account, to the extent permitted by the Regulations, in allocating other items computing subsequent allocations of income, gain, loss or deduction pursuant to Section 5.1 so that the net amount of any items so allocated and deduction among the Members so thatall other items allocated to each Member shall, 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 Member pursuant to Section 5.1 had such Member if the Regulatory Allocations had under this Section 5.2 not occurred. 5.2.6. It is intended that prior to a distribution of the proceeds from a liquidation of the Company pursuant to Section 10.3, the positive Capital Account balance of each Member shall be equal to the amount that such Member is entitled to receive pursuant to Section 10.3. Accordingly, notwithstanding anything to the contrary in this Article V, to the extent permissible under Sections 704(b) of the Code 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) shall be allocated among the Members so as to bring the positive Capital Account balance of each Member as close as possible to the amount that such Member would receive if the Company were liquidated and all the proceeds were distributed in accordance with Section 10.3.

Regulatory Allocations. (Aa) If there is a net decrease in Company Minimum Gain or The foregoing provisions of this Article VIII shall be subject to the following limitation: no Member Minimum Gain during any fiscal year, the Members shall be allocated any items of Company income and gain loss, expense or deduction hereunder if such allocation results in an Adjusted Capital Account Deficit for such year (and, if necessary, for subsequent years) in accordance with Regulation Section 1.704-2(f) or 1.704-2(i)(4), as applicableMember. 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 Any balance of such Regulationsitems of loss, which shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (B) Any Nonrecourse Deductions for any fiscal year expense or deduction shall be specially allocated to the other Members in accordance with proportion to their positive Capital Account balances. (b) Notwithstanding the number foregoing provisions of this Article VIII, in the event any Member unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and type 1.704-1(b)(2)(ii)(d)(6) of their Units. Any Member Nonrecourse Deductions for any fiscal year the Treasury Regulations, items of income and gain shall be specially allocated to the Member(s) who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which each such Member Nonrecourse Deductions are attributable, in accordance with Regulation Section 1.704-2(i). (C) If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulation Section 1.704-1(b)(2)(ii) (d), to the Member in an amount and manner sufficient to eliminate, to the extent required by such the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as quickly as possible. It is intended , provided that an allocation pursuant to this Section 4.3(c)(i)(C8.7(b) qualify and be construed as a “qualified income offset” within the meaning of Regulation Section 1.704-1(b)(2)(ii)(d), which shall be controlling made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article VIII have been tentatively made as if this Section 8.7(b) were not in the event of a conflict between such Regulations and this Section 4.3(c)(i)(C)Agreement. (Dc) The allocations set forth in Sections 4.3(c)(i)(A), (B8.7(a) and (Cb) (the “"Regulatory Allocations”") are intended to comply with certain regulatory requirements, including the requirements of Regulation Sections 1.704-1(b) and 1.704-2the Treasury Regulations. Notwithstanding It is the provisions intent of Section 4.3(b)the Members that, to the extent possible, all Regulatory Allocations shall be taken into account in allocating offset either with other Regulatory Allocations or with special allocations of other items of income, gain, loss and or deduction among the Members so that, pursuant 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 occurredthis Section 8.7.

Regulatory Allocations. 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 unless it would be considered under the Regulations promulgated under Code Section 704(b) (Athe “704(b) If there is a net decrease in Company Minimum Gain Regulations”) either to have substantial economic effect or Member Minimum Gain during any fiscal year, the Members shall to be allocated items of Company income and gain for such year (and, if necessary, for subsequent years) in accordance with Regulation the Members’ interests in the Company. To the extent necessary to comply with the foregoing, in lieu of the allocations set forth in Section 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 reallocated among the Members in such manner as the Board of Managers determines to be fair and appropriate and consistent with the provisions of the 704(b) Regulations, including, without limitation, the provision of Regulations Section 1.704-2(f) or (the minimum gain chargeback rules), Section 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 (member nonrecourse debt minimum gain” within the meaning of such Regulations, which shall be controlling in the event of a conflict between such Regulations gain chargeback rules) and this Section 4.3(c)(i)(A). (B) Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the Members in accordance with the number and type of their Units. Any Member Nonrecourse Deductions 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 to which such Member Nonrecourse Deductions are attributable, in accordance with Regulation Section 1.704-2(i). (C) If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulation Section 1.704-1(b)(2)(ii) (d), to the Member in an amount and manner sufficient to eliminate, to the extent by such Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible. It is intended that this Section 4.3(c)(i)(C) qualify and be construed as a “qualified income offset” within the meaning of Regulation Section 1.704-1(b)(2)(ii)(d) (the qualified income offset rules), each of which shall is hereby incorporated by this reference. 5.3.2 If the Board of Managers determines that a Member’s Capital Account balance would otherwise have a deficit balance that exceeds the maximum deficit balance that would be controlling permitted under the 704(b) Regulations, special allocations of the Company’s income, gain, profit (or items thereof) may be made, in the event discretion of a conflict between the Board of Managers, to such Regulations and 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 4.3(c)(i)(C). (D) The allocations set forth in Sections 4.3(c)(i)(A), (B) and (C) 5.3 (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulation Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(b), the Board of Managers may take such Regulatory Allocations shall be taken into account in allocating other items making subsequent allocations of the Company’s income, gain, loss profit, losses, deductions, and deduction expenses (or items thereof), and may make such further special allocations as may be necessary or appropriate, in the Board of Managers’ discretion, so as to prevent the Regulatory Allocations from distorting the manner in which the Company distributions are intended to be divided among the Members so that, pursuant 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 occurredthis Agreement.

Regulatory Allocations. (A) If there is a net decrease in Company Minimum Gain or Member Minimum Gain during any fiscal year, the Members shall be allocated items of Company income and gain for such year (and, if necessary, for subsequent years) in accordance with Regulation 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 event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (B) Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the Members in accordance with the number and type of their Units. Any Member Nonrecourse Deductions 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 to which such Member Nonrecourse Deductions are attributable, in accordance with Regulation Regulations Section 1.704-2(i). (C) If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulation Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulation Regulations Section 1.704-1(b)(2)(ii) (d), to the Member in an amount and manner sufficient to eliminate, to the extent by such Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible. It is intended that this Section 4.3(c)(i)(C) qualify and be construed as a “qualified income offset” within the meaning of Regulation Section Regulations 1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(C). (D) 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 the number and type of their respective Units, subject to the limitations of this Section 4.3(c)(i)(D). (E) The allocations set forth in Sections 4.3(c)(i)(A), (B), (C) and (CD) (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulation Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(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. (Aa) If there is a net decrease 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 Minimum Gain or Member Minimum Gain during any fiscal year, the Members shall be allocated items for each period to the Member that bears the economic risk of Company income and gain for such year (and, if necessary, for subsequent years) in accordance with Regulation 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” loss within the meaning of such RegulationsRegulations 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)), which if any, of the Company shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (B) Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the Members in accordance with their respective Percentage 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 number 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 type in the manner required by such provisions. (c) To the extent that Net Loss or items of their Units. Any loss or deduction otherwise allocable to a Member Nonrecourse Deductions 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 and instead shall be allocated to the Members in accordance with Section 6.01 as if such Member were not a Member. (d) If any fiscal Member has an Adjusted Capital Account Deficit at the end of any taxable 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 to the Member(s) who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable, in accordance with Regulation Section 1.704-2(i). (C) If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulation Section 1.704-1(b)(2)(ii) (d), to the Member in an amount and manner sufficient to eliminate, to the extent by of such Regulations, the Adjusted Capital Account Deficit of the Member excess as quickly as possible. It is intended , provided that an allocation pursuant to this Section 4.3(c)(i)(C6.02(d) qualify and be construed as a “qualified income offset” within the meaning of Regulation Section 1.704-1(b)(2)(ii)(d), which shall be controlling made only if and to the extent that such Member would have a deficit Capital Account in the event excess of a conflict between such Regulations sum after all other allocations provided for in this Article VI have been made as if Section 6.02(c) and this Section 4.3(c)(i)(C)6.02(d) were not in this Agreement. (D) The allocations set forth in Sections 4.3(c)(i)(A), (B) and (C) (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulation Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(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 following special allocations shall be made in the following order and priority: (Aa) If In order to comply with the “minimum gain chargeback” requirements of Treas. Reg. §§ 1.704-2(f)(1) and 1.704-2(i)(4), and notwithstanding any other provision of this Agreement to the contrary, in the event there is a net decrease in Company a Member’s share of Minimum Gain or and/or Member Nonrecourse Debt Minimum Gain during any fiscal a Company taxable year, the Members such Member shall be allocated items of Company income and gain for such that year (and, and if necessary, for subsequent other years) as required by and in accordance with Regulation Section Treas. Reg. §§ 1.704-2(f2(f)(1) or and 1.704-2(i)(4), as applicable) before any other allocation is made. It is intended the intent of the parties hereto that any allocation pursuant to this Section 4.3(c)(i)(A5.5(a) qualify and be construed as shall constitute a “minimum gain chargeback” under Treas. Reg. §§ 1.704-2(f) and a “chargeback of partner nonrecourse debt minimum gain” within the meaning of such Regulations, which shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(A1.704-2(i)(4). (Bb) Any In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations §§ 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), items of Company gross income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 5.5(b) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after making all other allocations provided for hereunder on the basis that the allocation provisions of this Section 5.5(b) are of no force or effect and such allocation does not create or increase an Adjusted Capital Account Deficit of any other Member. (c) Nonrecourse Deductions for any fiscal year or other period shall be specially specifically allocated to the Members in accordance with the number and type of pro rata according to their Unitsrespective Membership Interests. Any Member Nonrecourse Deductions for any fiscal year or other period shall be specially specifically allocated to the Member(s) Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributableDeductions, attributed in accordance with Regulation Section Treas. Reg. § 1.704-2(i). (Cd) If To the extent an adjustment to the adjusted tax basis of any Member unexpectedly receives an adjustmentCompany asset pursuant to Code § 734(b) or Code § 743(b) is required, allocation or distribution described in Regulation Section pursuant to Treasury Regulations § 1.704-1(b)(2)(ii)(d)(4), 1 (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulation Section 1.704-1(b)(2)(ii) (db)(2)(iv)(m), to the Member in an amount and manner sufficient to eliminate, to the extent by such Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible. It is intended that this Section 4.3(c)(i)(C) qualify and be construed as a “qualified income offset” within the meaning of Regulation Section 1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(C). (D) The allocations set forth in Sections 4.3(c)(i)(A), (B) and (C) (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulation Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(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 possibledetermining Capital Accounts, the net amount of such allocations of other items and adjustment to the Regulatory Allocations to each Member Capital Accounts shall be equal 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 net amount that would have been allocated Members in a manner consistent with the manner in which their Capital Accounts are required to each such Member if the Regulatory Allocations had not occurredbe adjusted pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(m).

Regulatory Allocations. (Aa) If there is a net decrease 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 Minimum Gain or Member Minimum Gain during any fiscal year, the Members shall be allocated items for each period to the Member that bears the economic risk of Company income and gain for such year (and, if necessary, for subsequent years) in accordance with Regulation 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” loss within the meaning of such RegulationsRegulations 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)), which if any, of the Company shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (B) Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the Members in accordance with their respective Percentage 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 number 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 type in the manner required by such provisions. (c) To the extent that Net Loss or items of their Units. Any loss or deduction otherwise allocable to a Member Nonrecourse Deductions 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 and instead shall be allocated to the Members in accordance with Section 6.01 as if such Member were not a Member. (d) If any fiscal year Member has an Adjusted Capital Account Deficit at the end of any taxable year, each such Member shall be specially allocated to the Member(s) who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable, in accordance with Regulation Section 1.704-2(i). (C) If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulation Section 1.704-1(b)(2)(ii) (d), to the Member in an amount and manner sufficient to eliminate, to the extent by such Regulations, of the Adjusted Capital Account Deficit of the Member as quickly as possible. It is intended , provided that an allocation pursuant to this Section 4.3(c)(i)(C6.02(d) qualify and be construed as a “qualified income offset” within the meaning of Regulation Section 1.704-1(b)(2)(ii)(d), which shall be controlling made only if and to the extent that such Member would have a Adjusted Capital Account Deficit after all other allocations provided for in the event of a conflict between such Regulations this Article VI have been made as if Section 6.02(c) and this Section 4.3(c)(i)(C)6.02(d) were not in this Agreement. (De) The Any allocations set forth in required to be made pursuant to Sections 4.3(c)(i)(A), (B) and (C6.02(a)-(d) (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulation Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(b)(other than allocations, the effects of which are likely to be offset in the future by other Regulatory Allocations Allocations) shall be taken into account account, to the extent permitted by the Regulations, in allocating other items computing subsequent allocations of income, gain, loss or deduction pursuant to Section 6.01 so that the net amount of any items so allocated and deduction among the Members so thatall other items allocated to each Member shall, 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 Member pursuant to Section 6.01 had such Member if the Regulatory Allocations had under this Section 6.02 not occurred.

Regulatory Allocations. (Ai) If there is a net decrease in Company Minimum Gain or Member Minimum Gain during any fiscal year, the Members This Agreement shall be allocated items of Company deemed to include “qualified income and gain for such year (and, if necessary, for subsequent years) in accordance with Regulation 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 offset,” “minimum gain chargeback” and a “chargeback of partner nonrecourse debt minimum gaingain chargeback” provisions within the meaning of such RegulationsTreasury Regulations under section 704(b) of the Code. Accordingly, which notwithstanding any other provision of this Agreement, items of gross income shall be controlling allocated to the Members on a priority basis to the extent and in the event of a conflict between manner required by such Regulations and this Section 4.3(c)(i)(A)provisions. (Bii) Any 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 a Capital Account deficit as at 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 any fiscal year such taxable period), such Net Losses, or items of loss or deduction, shall not be allocated to such Member and instead shall be specially allocated to the Members in accordance with the number and type of their Units. Any Member Nonrecourse Deductions for any fiscal year shall be specially allocated to the Member(sSection 6.8(b) who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which as if such Member Nonrecourse Deductions are attributable, in accordance with Regulation Section 1.704-2(i)were not a Member. (Ciii) If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulation Any allocations required to be made pursuant to Section 1.704-1(b)(2)(ii)(d)(4), 6.8(c)(i) through (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulation Section 1.704-1(b)(2)(ii) (d), to the Member in an amount and manner sufficient to eliminate, to the extent by such Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible. It is intended that this Section 4.3(c)(i)(C) qualify and be construed as a “qualified income offset” within the meaning of Regulation Section 1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(C). (D) The allocations set forth in Sections 4.3(c)(i)(A), (B) and (Cii) (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulation Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(b)(other than allocations, the Regulatory Allocations effects of which are likely to be offset in the future by other special allocations) shall be taken into account account, to the extent permitted by the Treasury Regulations, in allocating other items computing subsequent allocations of income, gain, loss or deduction pursuant to Section 6.8(b) so that the net amount of any items so allocated and deduction among the Members so thatall other items allocated to each Member shall, 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 Member pursuant to Section 6.8(b) had such Member if the Regulatory Allocations had under this Section 6.8(c) not occurred.

Regulatory Allocations. (A) If there is a net decrease in Company Minimum Gain or Member Minimum Gain during any fiscal year, the Members shall be allocated items of Company income and gain for such year (and, if necessary, for subsequent years) in accordance with Regulation 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 event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (B) Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the Members in accordance with the number and type of their Units. Any Member Nonrecourse Deductions 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 to which such Member Nonrecourse Deductions are attributable, in accordance with Regulation Regulations Section 1.704-2(i). (C) If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulation Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be allocated, in accordance with Regulation Regulations Section 1.704-1(b)(2)(ii) (d), to the Member in an amount and manner sufficient to eliminate, to the extent by such Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible. It is intended that this Section 4.3(c)(i)(C) qualify and be construed as a “qualified income offset” within the meaning of Regulation Section Regulations 1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict between such Regulations and this Section 4.3(c)(i)(C). (D) The allocations set forth in Sections 4.3(c)(i)(A), (B) and (C) (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulation Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(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. Notwithstanding the provisions of Section 9.2: (Aa) If there is a net decrease in Company Minimum Gain or Member Minimum Gain during any fiscal yearIn order to comply with Treasury Regulations §§ 1.704-1(b) and 1.704-2, the Members shall be allocated items of Company income and minimum gain for such year (and, if necessary, for subsequent years) chargeback requirements in accordance with Regulation Section Treasury Regulations §§ 1.704-2(f) or 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 applicable. It is intended that this defined in Treasury Regulation 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 Regulations1.753-3), which shall be controlling allocated in the event of a conflict between such accordance with Percentage Interests, and (ii) deductions associated with Member nonrecourse liabilities described in Treasury Regulations and this Section 4.3(c)(i)(A). (B§ 1.704-2(i)(1) Any Nonrecourse Deductions for any fiscal year shall be specially allocated to the Member or Members in accordance with the number and type of their Units. Any Member Nonrecourse Deductions for any fiscal year shall be specially allocated to the Member(s) who bears bear the economic risk of loss with respect to the Member Nonrecourse Debt nonrecourse liability to which such Member Nonrecourse Deductions deductions are attributable, in accordance with Regulation Section Treasury Regulations § 1.704-2(i). (Cb) If any Member unexpectedly receives an adjustment, allocation or distribution described in Regulation Section of the type contemplated by Treasury Regulations § 1.704-1(b)(2)(ii)(d)(4), (5) or and (6)) that causes such Member to have an Adjusted Capital Account deficit, items of Company income and gain shall be allocated, allocated to all such Members (in accordance with Regulation Section 1.704-1(b)(2)(ii) (d), proportion to the Member amounts of their respective Adjusted Capital Account deficits) in an amount and manner sufficient to eliminate, to eliminate the extent by deficit balances in such Regulations, the Members’ Capital Accounts that are in excess of such Members’ respective Adjusted Capital Account Deficit of the Member deficits, as quickly as possible. It is intended that this Section 4.3(c)(i)(C9.3(b) qualify and be construed as a “qualified income offset” within the meaning of Regulation Section Treasury Regulations § 1.704-1(b)(2)(ii)(d), which . The allocations provided in this Section 9.3(b) shall be controlling made only if and to the extent that such Member would have a deficit in the event of a conflict between such Regulations and its Adjusted Capital Account after all other allocations provided in this Section 4.3(c)(i)(C9.3 have been tentatively made as if this Section 9.3(b)(i) was not in this Agreement. (c) 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). (Dd) The allocations set forth in Sections 4.3(c)(i)(ATo the extent an adjustment to the adjusted tax basis of any Company Asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulations §§ 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), (B) and (C) (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulation Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(b), the Regulatory Allocations shall be taken into account in allocating other items determining Capital Accounts as the result of income, gain, loss and deduction among the Members so that, a distribution to the extent possiblea Member in complete liquidation of its Units, the net amount of such allocations of other items and adjustment to the Regulatory Allocations to each Member Capital Accounts shall be equal 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 net amount Members in accordance with their interests in the Company in the event that would have been allocated Treasury Regulations § 1.704-1(b)(2)(iv)(m)(2) applies, or to each the Members to whom such Member if distribution was made in the Regulatory Allocations had not occurredevent that Treasury Regulations § 1.704-1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. (A) If there is a net decrease in Company Minimum Gain or Member Minimum Gain during any fiscal yearNotwithstanding the provisions of Section 6.1 above, the Members following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) 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 items to the Members in the manner and to the minimum extent required by the "minimum gain chargeback" provisions 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 and Treasury Regulation Section 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 event of a conflict between such Regulations and this Section 4.3(c)(i)(A). (Bb) Any Nonrecourse Deductions All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any fiscal year shall be specially allocated to the Members in accordance with their respective Percentage Interests; 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 the number and type provisions of their Units. Any Member Nonrecourse Deductions 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 to which such Member Nonrecourse Deductions are attributable, in accordance with Treasury Regulation Section 1.704-2(i2(i)(1). (Cc) If any Member unexpectedly receives an adjustment, allocation Items of income or distribution described gain (computed with the adjustments contained in Regulation Section 1.704-1(b)(2)(ii)(d)(4paragraphs (i), (5) or (6ii), items (iii), (iv), (v) and (vi) of Company income the definition of "Net Profits" and gain "Net Losses") for any taxable period shall be allocated, in accordance with Regulation Section 1.704-1(b)(2)(ii) (d), allocated to the Member Members in an amount the manner and manner sufficient to eliminate, to the extent required by such Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible. It is intended that this Section 4.3(c)(i)(C) qualify and be construed as a “"qualified income offset” within the meaning " provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d), which . (d) In no event shall Net Losses of the Company be controlling allocated to a Member if such allocation would cause or increase a negative balance in the event such Member's Capital Account (determined for purposes of a conflict between such Regulations and this Section 4.3(c)(i)(C5.02(d) only, by increasing the Member's Capital Account balance by the amount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount the Member is deemed obligated to restore to the Company 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 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (De) The allocations set forth in Sections 4.3(c)(i)(A)Except as otherwise provided herein or as required by Code Section 704, (B) and (C) (the “Regulatory Allocations”) are intended to comply with certain regulatory requirementsfor tax purposes, including the requirements of Regulation Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 4.3(b), the Regulatory Allocations shall be taken into account in allocating other all items of income, gain, loss loss, deduction or 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 that, as to take account of the extent possible, variation between the net amount adjusted basis of such allocations the property for tax purposes and its Carrying Value in the manner provided for under Code Section 704(c) using any permitted method as selected by the Board 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 occurredManagers in their sole discretion.