Common use of Allocations for Income Tax Purposes Clause in Contracts

Allocations for Income Tax Purposes. In each Fiscal Year, items of income, deduction, gain, loss or credit that are recognized for income tax purposes shall be allocated among the Members in such manner as to reflect equitably amounts credited to or debited against each Capital Account of each Member, whether in such Fiscal Year or in prior Fiscal Years. To this end, the Company shall establish and maintain records which shall show the extent to which the Capital Account of each Member shall, as of the last day of each Fiscal Year, be comprised of amounts which have not been reflected in the taxable income of such Member. To the extent deemed by the Manager to be feasible and equitable, taxable income and gains in each Fiscal Year shall be allocated among the Members who have enjoyed the related credits, and items of deduction, loss and credit in each Fiscal Year shall be allocated among the Members who have borne the burden of the related debits. The Manager may, in its sole discretion, elect to use an "aggregate" allocation method permitted under Section 704(b)-(c) of the Code and the regulations thereunder. Taxable gain or loss realized from the sale of securities which were contributed in kind by a Member (other than gain which was recognized by such contributing Member upon such contribution pursuant to Section 721(b) of the Code) shall be allocated to the contributing Member to the extent required under Section 704(c) of the Code and the regulations promulgated thereunder. In the event a Member withdraws all or part of such Member’s Capital Account, the Manager may in its sole discretion make a special allocation to the Member for federal income tax purposes of the capital gains, ordinary income, deductions, capital losses or ordinary losses recognized by the Company in such a manner as will reduce or increase, as the case may be, the amount, if any, by which the balance of such Member’s Capital Account exceeds or is less than, as the case may be, its federal income tax basis in its interest in the Company before such allocation.

Allocations for Income Tax Purposes. In each Fiscal Year, items of income, deduction, gain, loss or credit that are recognized for income tax purposes shall be allocated among the Members in such manner as to reflect equitably amounts credited to or debited against each Capital Account of each Member, whether in such Fiscal Year or in prior Fiscal Years. To this end, the Company shall establish and maintain records which shall show the extent to which the Capital Account of each Member shall, as of the last day of each Fiscal Year, be comprised of amounts which have not been reflected in the taxable income of such Member. To the extent deemed by the Manager to be feasible and equitable, taxable income and gains in each Fiscal Year shall be allocated among the Members who have enjoyed the related credits, and items of deduction, loss and credit in each Fiscal Year shall be allocated among the Members who have borne the burden of the related debits. The Manager may, in its sole discretion, elect to use an "aggregate" allocation method permitted under Section 704(b)-(c) of the Code and the regulations thereunder. Taxable gain or loss realized from the sale of securities which were contributed in kind by a Member (other than gain which was recognized by such contributing Member upon such contribution pursuant to Section 721(b) of the Code) shall be allocated to the contributing Member to the extent required under Section 704(c) of the Code and the regulations promulgated thereunder. In the event a Member withdraws all or part of such Member’s Capital Account, the Manager may in its sole discretion make a special allocation to the Member for federal income tax purposes of the capital gains, ordinary income, deductions, capital losses or ordinary losses recognized by the Company in such a manner as will reduce or increase, as the case may be, the amount, if any, by which the balance of such Member’s Capital Account exceeds or is less than, as the case may be, its federal income tax basis in its interest in the Company before such allocation.. ANNEX B

Allocations for Income Tax Purposes. In each Fiscal Year, items of income, deduction, gain, loss or credit that are recognized for income tax purposes shall be allocated among the Members Members, in such manner as to reflect equitably amounts credited to or debited against each Member's Capital Account of each MemberAccount, whether in such Fiscal Year or in prior Fiscal YearsYears (which shall include appropriate allocations to withdrawing or retiring Members). To this end, the Company shall establish and maintain records which shall show the extent to which winch the Capital Account of each Member shall, as of the last day of each Fiscal Year, be comprised of amounts which have not been reflected in the taxable income of such Member. To The Manager may, in its sole discretion, elect to use an "aggregate" allocation method permitted under Article 704(b)-(c) of the Code and the regulations thereunder. In the event a Member withdraws the entire balance of such Member's Capital Account, the Manager may in its sole discretion make a special allocation to the Member for federal income tax purposes of the capital gains recognized by the Company in such a manner as, will reduce the amount if any, by which the balance of such Member's Capital Account exceeds its federal income tax basis in its interest in the Company before such allocation. Otherwise, to the extent deemed by the Manager to be feasible and equitable, taxable income and gains in each Fiscal Year shall be allocated among the Members who have enjoyed the related credits, and items of deduction, loss and credit in each Fiscal Year shall be allocated among the Members who have borne bore the burden of the related debits. The Manager may, in its sole discretion, elect to use an "aggregate" allocation method permitted under Section 704(b)-(c) of the Code and the regulations thereunder. Taxable gain or loss realized from the sale of securities Securities which were contributed in kind by a Member (other than gain which was recognized by such contributing Member upon such contribution pursuant to Section Article 721(b) of the Code) shall be allocated to the contributing Member to the extent required under Section Article 704(c) of the Code and the regulations promulgated thereunder. In the event a Member withdraws all or part of such Member’s Capital Account, the Manager may in its sole discretion make a special allocation to the Member for federal income tax purposes of the capital gains, ordinary income, deductions, capital losses or ordinary losses recognized by the Company in such a manner as will reduce or increase, as the case may be, the amount, if any, by which the balance of such Member’s Capital Account exceeds or is less than, as the case may be, its federal income tax basis in its interest in the Company before such allocation.

Allocations for Income Tax Purposes. In each Fiscal Year, items of income, deduction, gain, loss or credit that are recognized for income tax purposes shall be allocated among the Members in such manner as to reflect equitably amounts credited to or debited against each Capital Account of each Member, whether in such Fiscal Year or in prior Fiscal Years. To this end, the Company shall establish and maintain records which shall show the extent to which the Capital Account of each Member shall, as of the last day of each Fiscal Year, be comprised of amounts which have not been reflected in the taxable income of such Member. To the extent deemed by the Manager to be feasible and equitable, taxable income and gains in each Fiscal Year shall be allocated among the Members who have enjoyed the related credits, and items of deduction, loss and credit in each Fiscal Year shall be allocated among the Members who have borne the burden of the related debits. The Manager may, in its sole discretion, elect to use an "“aggregate" ” allocation method permitted under Section 704(b)-(c) of the Code and the regulations thereunder. Taxable gain or loss realized from the sale of securities which were contributed in kind by a Member (other than gain which was recognized by such contributing Member upon such contribution pursuant to Section 721(b) of the Code) shall be allocated to the contributing Member to the extent required under Section 704(c) of the Code and the regulations promulgated thereunder. In the event a Member withdraws all or part of such Member’s Capital Account, the Manager may in its sole discretion make a special allocation to the Member for federal income tax purposes of the capital gains, ordinary income, deductions, capital losses or ordinary losses recognized by the Company in such a manner as will reduce or increase, as the case may be, the amount, if any, by which the balance of such Member’s Capital Account exceeds or is less than, as the case may be, its federal income tax basis in its interest in the Company before such allocation.

Allocations for Income Tax Purposes. In each Fiscal Year, items of income, deduction, gain, loss or credit that are recognized for income tax purposes shall be allocated among the Members in such manner as to reflect equitably amounts credited to or debited against each Capital Account of each Member, whether in such Fiscal Year or in prior Fiscal Years. To this end, the Company shall establish and maintain records which shall show the extent to which the Capital Account of each Member shall, as of the last day of each Fiscal Year, be comprised of amounts which have not been reflected in the taxable income of such Member. To the extent deemed by the Manager to be feasible and equitable, taxable income and gains in each Fiscal Year shall be allocated among the Members who have enjoyed the related credits, and items of deduction, loss and credit in each Fiscal Year shall be allocated among the Members who have borne the burden of the related debits. The Manager may, in its sole discretion, elect to use an "aggregate" allocation method permitted under Section 704(b)-(c) of the Code and the regulations thereunder. Taxable gain or loss realized from the sale of securities which were contributed in kind by a Member (other than gain which was recognized by such contributing Member upon such contribution pursuant to Section 721(b) of the Code) shall be allocated to the contributing Member to the extent required under Section 704(c) of the Code and the regulations promulgated thereunder. In the event a Member withdraws all or part of such Member’s Capital Account, the Manager may in its sole discretion make a special allocation to the Member for federal income tax purposes of the capital gains, ordinary income, deductions, capital losses or ordinary losses recognized by the Company in such a manner as will reduce or increase, as the case may be, the amount, if any, by which the balance of such Member’s Capital Account exceeds or is less than, as the case may be, its federal income tax basis in its interest in the Company before such allocation.. ANNEX C