Common use of Regulatory Allocations Clause in Contracts

Regulatory Allocations. (a) The Members intend that the allocations pursuant to this Section 9.3 shall be equivalent to allocations that are or are deemed to be in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. The following allocations shall be made in the following order: (a) The Members intend that the allocations pursuant to this Section 9.3 Nonrecourse Deductions shall be equivalent allocated to allocations that are or are deemed to be the Members in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebackstheir respective Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 5.04(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.04(c), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.04(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.04(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 9.25.04(d), no allocation items of Loss income and gain shall be made allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 5.04(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Sections 5.04(c) and Section 5.04(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member 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)who unexpectedly receives an adjustment, decreased by reasonably expected adjustments, allocations and distributions allocation or distribution described in Treasury Regulation §§ 1.704 Section 1.704-1(b)(2)(ii)(d)(4), (5) and or (6)) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, immediately following including gross income, and gain for the Fiscal Year) in an amount and manner sufficient to eliminate any deficit balance in such allocationMember’s Adjusted Capital Account as quickly as possible. Allocations This Section 5.04(e) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (f) In the event that any Member has a negative Adjusted Capital Account at the end of Losses any Fiscal Year, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that would an allocation pursuant to this Section 5.04(f) shall be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 only if and to the extent not inconsistent with that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 9.3(b). 5.04 have been tentatively made as if this Section 5.04(f) were not in this Agreement. (g) To the extent allocations an adjustment to the adjusted tax basis of Losses cannot any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be made taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members because of this Section 9.3(b), asset) or loss (if the adjustment decreases such allocations basis) and such gain or loss shall be made allocated to the Members in accordance with Treasury Regulation Section 9.21.704-1(b)(2)(iv)(m)(2) if such Section applies, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made or to the Members pursuant Member to this whom such distribution was made if Treasury Regulation Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the amount of such Member’s share of partnership minimum gain (as defined in Regulation §1.704-2(g)(l1(b)(2)(iv)(m)(4) 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)applies.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) The Members intend that Items of income or gain (computed with the allocations pursuant to this Section 9.3 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 equivalent allocated to allocations that are or are deemed to be in accordance with the “partners interests Members in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt manner and to the minimum extent required by the "minimum gain chargebackschargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) Notwithstanding All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any provision of Section 9.2, no allocation of Loss year shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made 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 9.21.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), as applicable(ii), notwithstanding (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the 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 (determined for purposes of this Section 9.3(b5.02(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). Allocations ) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) 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 following and Net Losses; provided, however, that if the Carrying Value of any allocations property of Losses subject the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to this Section 9.3(b) such property for tax purposes shall be allocated among the Members in a manner so as to offset take account of the allocations variation between the adjusted basis of Losses previously made to the Members pursuant to this property for tax purposes and its Carrying Value in the manner provided for under Code Section 9.3(b). (c704(c) A Member’s “Adjusted Capital Account” at using any time shall mean such Member’s Capital Account at such time increased permitted method as selected by the sum Board of (a) the amount of such Member’s share of partnership minimum gain (as defined Managers 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)their sole discretion.

Regulatory Allocations. (a) The Members intend that the following special allocations pursuant to this Section 9.3 shall be equivalent to allocations that are made in the following order: (i) Notwithstanding any other provision of Article VI, if there is a net decrease in “partnership minimum gain” or are deemed to “partner nonrecourse debt minimum gain” (as defined in applicable Regulations under Code Section 704 for any Fiscal Year, then items of Company income and gain for such year (and, if necessary, subsequent years) shall be specially allocated among the Members in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation . This Section 6.4(a)(i) is intended to comply with the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the “minimum gain chargebackschargeback” and “partner nonrecourse debt minimum gain chargeback” requirements of such Regulations and shall be interpreted consistently therewith. (bii) Notwithstanding If any provision of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected unexpectedly receives any adjustments, allocations and or distributions described in Regulation §§ 1.704 Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and or (6), immediately following such allocation. Allocations items of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations Company income and gain shall be made specially allocated to the Members such Member in accordance with the requirements of Regulation Section 9.2, as applicable, notwithstanding this Section 9.3(b1.704-1(b)(2)(ii)(d). Allocations This Section 6.4(a)(ii) is intended to comply with the “qualified income offset” provision of Profits following any allocations such Regulations and shall be interpreted consistently therewith. (iii) “Nonrecourse deductions” (within the meaning of Losses subject to this Regulations under Section 9.3(b704 of the Code) shall be allocated among in accordance with the Members in a manner so as to offset Members’ Interest Percentages and “partner nonrecourse deductions” (within the allocations meaning of Losses previously made Regulations under Section 704 of the Code) shall be allocated to the Members pursuant Member who bears the risk of loss for the member nonrecourse debt that gives rise to this Section 9.3(b)such deductions. (civ) A Member’s “Adjusted Capital Account” at If for any time shall mean Fiscal Year the Company has a Net Loss and the allocation of such Member’s Net Loss would otherwise give rise to a negative Capital Account at such time increased by the sum of (a) the amount balance for any Member in excess of such Member’s share of “partnership minimum gain gain” (as defined in Regulation §1.704-2(g)(l) and (3applicable regulations under Code Section 704)) and (b) the amount , then that portion of such excess, to the extent otherwise allocable to any 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)shall be allocated entirely to the Managing Member.

Regulatory Allocations. (a) The Members intend that the allocations pursuant Losses attributable to this partner nonrecourse debt (as defined in Treasury Regulation Section 9.3 1.704-2(b)(4)) shall be equivalent to allocations that are or are deemed to be in accordance with the “partners interests allocated in the partnership” within the meaning of Regulations §§ manner required by Treasury Regulation Section 1.704-1(b) and 2(i). If there is a net decrease during a Taxable Year or other Fiscal Period in partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-22(i)(3)), and Profits for such Taxable Year or other Fiscal Period (and, if necessary, for subsequent Taxable Years or other Fiscal Periods) shall be allocated to the Board shall make such changes Members in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements amounts and of such Regulations, including, without limitation the provisions related character as determined according to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacksTreasury Regulation Section 1.704-2(i)(4). (b) Notwithstanding Nonrecourse deductions (as determined according to Treasury Regulation Section 1.704-2(b)(1)) for any provision of Section 9.2, no allocation of Loss Taxable Year or other Fiscal Period shall be made allocated pro rata among the Members in accordance with their Percentage Interests. Except as otherwise provided in Section 5.03(a), if there is a net decrease in the Minimum Gain during any Taxable Year or other Fiscal Period, each Member shall be allocated Profits for such Taxable Year or other Fiscal Period (and, if necessary, for subsequent Taxable Years or other Fiscal Periods) in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(f). This Section 5.03(b) is intended to be a Member if it would cause such Member to have minimum gain chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(f), and shall be interpreted in a negative balance in its “Adjusted Capital Account” (as such term is defined in clause manner consistent therewith. (c) below)If any Member that unexpectedly receives an adjustment, decreased by reasonably expected adjustments, allocations and distributions allocation or Distribution described in Treasury Regulation §§ 1.704 Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) has an Adjusted Capital Account Deficit as of the end of any Taxable Year or other Fiscal Period, immediately following computed after the application of Sections 5.03(a) and 5.03(b) but before the application of any other provision of this Article V, then Profits for such allocationTaxable Year or other Fiscal Period shall be allocated to such Member in proportion to, and to the extent of, such Adjusted Capital Account Deficit. Allocations This Section 5.03(c) is intended to be a qualified income offset provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith. (d) If the allocation of Net Losses that would be made to a Member but for this as provided in Section 9.3(b) 5.02 would create or increase an Adjusted Capital Account Deficit, there shall instead be made allocated to other Members pursuant such Member only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Net Losses that would, absent the application of the preceding sentence, otherwise be allocated to Section 9.2 such Member shall be allocated to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the other Members in accordance with Section 9.2their relative Percentage Interests, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b5.03(d). (e) Profits and Losses described in Section 5.01)(b)(v) shall be allocated among the Members in a manner so as to offset consistent with the allocations of Losses previously made manner that the adjustments to the Members Capital Accounts are required to be made pursuant to this Treasury Regulation Section 9.3(b1.704-1(b)(2)(iv)(j), (k) and (m). (cf) A Member’s The allocations set forth in Section 5.03(a) through and including Section 5.03(e) (the “Adjusted Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profit and Loss of the Company or make Distributions. Accordingly, notwithstanding the other provisions of this Article V, but subject to the Regulatory Allocations, income, gain, deduction and loss with respect to the Company shall be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Account” at any time shall mean Accounts of the Members to be in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such Member’s Capital Account at other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating other Profit and Loss (and such time increased by other items of income, gain, deduction and loss) among the sum of (a) Members so that the net amount of the Regulatory Allocations and such Member’s share of special allocations to each such Member is zero. In addition, if in any Taxable Year or other Fiscal Period there is a decrease in partnership minimum gain (as defined gain, or 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))gain, and decreased by reasonably expected adjustmentsapplication of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Members, allocations and distributions described the Members may, if they do not expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be applied in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)such instance as if it did not contain such minimum gain chargeback requirement.

Regulatory Allocations. (a) The Members intend that Notwithstanding the allocations pursuant to foregoing provisions of this Section 9.3 4.2, the following special allocations shall be equivalent made in the following order of priority: (i) If there is a net decrease in Company Minimum Gain during a Company taxable year, then each Member shall be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to allocations that are or are deemed to be such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Sections 1.704-2(f)(6), (g)(2) and (j)(2)(i). This Section 4.2(b)(i) is intended to comply with the minimum gain chargeback requirement of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (ii) If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt at the beginning of such taxable year, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of Regulations Sections 1.704-2(i)(4) and (j)(2)(ii). This Section 4.2(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (iii) If any Member unexpectedly receives an adjustment, allocation or distribution of the type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be allocated to all such Members (in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Section 4.2(b)(i) or 4.2(b)(ii). It is intended that this Section 4.2(b)(iii) qualify and be construed as a “partners interests in the partnershipqualified income offset” within the meaning of Regulations §§ Section 1.704-1(b)(2)(ii)(d). (iv) If the allocation of Net Loss to a Member as provided in Section 4.2(a) would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Net Loss as will not create or increase an Adjusted Capital Account Deficit. The Net Loss that would, absent the 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 4.2(b)(iv). (v) To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Membership Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such provisions. (vi) The Nonrecourse Deductions for each taxable year of the Company shall be allocated to the Members in proportion to their Percentage Interests. (vii) The Member Nonrecourse Deductions shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of Regulations Section 1.752-2) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i). If more than one Member bears the economic risk of loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such economic risk of loss. This Section 4.2(b)(vii) is intended to comply with the provisions of Regulations Section 1.704-2(i) and shall be interpreted consistently therewith. (viii) The allocations set forth in Sections 4.2(b)(i), 4.2(b)(ii), 4.2(b)(iii), 4.2(b)(iv), 4.2(b)(v), 4.2(b)(vi) and 4.2(b)(vii) (the “Regulatory Allocations”) are intended to comply with certain requirements of Regulations Sections 1.704-1(b) and 1.704-22(i). Notwithstanding the provisions of Section 4.2(a), the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among the Members so that, to the extent possible, the net amount of such allocations of other items and the Board Regulatory Allocations to each Member shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and be equal to the minimum gain chargebacksnet amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. (bix) Notwithstanding any provision of Section 9.2, no allocation of Simulated Depletion and Simulated Loss with respect to each separate Depletable Property shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made allocated to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the same proportion that the Members (or their predecessors in a manner so as to offset interest) were allocated the allocations adjusted tax basis of Losses previously made to the Members pursuant to this such property under Section 9.3(b4.2(c)(ii). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. Notwithstanding the provisions of Section 5.01 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) The Members intend that Items of income or gain (computed with the allocations pursuant to this Section 9.3 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 equivalent allocated to allocations that are or are deemed to be in accordance with the “partners interests Members in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt manner and to the minimum extent required by the “minimum gain chargebackschargeback” provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) Notwithstanding any provision of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its All “Adjusted Capital Accountnonrecourse deductions” (as such term is defined in clause Treasury Regulation Section 1.704-2(b)(1)) of the Company for any taxable period shall be allocated to the Members in proportion to their respective number of Common Shares (c) belowdetermined on an as-converted-to Common-Share basis); provided, decreased by reasonably expected adjustmentshowever, allocations and distributions described that nonrecourse deductions attributable to “partner nonrecourse debt” (as defined in Treasury Regulation §§ 1.704 1(b)(2)(ii)(d)(4Section 1.704-2(b)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made allocated to the Members in accordance with the provisions of Treasury Regulation Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b1.704-2(i)(1). (c) A Member’s Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (vi) and (vii) of the definition of “Adjusted Capital AccountNet Profits and Net Losses”) for any taxable period shall be allocated to the Members in the manner and to the extent required by the “qualified income offset” at any time provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall mean 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 at such time increased (determined for purposes of this Section 5.02(d) only, by increasing the Member’s Capital Account balance by the sum of (aamount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount of such Member’s share of partnership minimum gain (as defined in the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation §Sections 1.704-2(g)(l2(g)(1) 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 decreasing it by reasonably expected adjustments, allocations and distributions described the amounts specified in Treasury Regulation §§ 1.704 Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). (e) 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 as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value in any manner provided for under Code Section 704(c) and the Treasury Regulations issued thereunder as determined by the Board of Directors in its discretion. (f) The indebtedness of the Company shall be allocated among the Members under Code Section 752 as determined by the Board of Directors in accordance with Code Section 752.

Regulatory Allocations. Notwithstanding anything to the contrary in Section 5.02, the following special allocations will apply. (a) The Members intend that the allocations pursuant to Except as otherwise provided in Treasury Regulations Section 1.704-2(f), notwithstanding any other provision of this Section 9.3 ARTICLE V, if there is a net decrease in Company Minimum Gain during any Fiscal Period, each Member shall be equivalent to allocations specially allocated items of Company income and gain for such Fiscal Period (and, if necessary, subsequent Fiscal Periods) in an amount that are or are deemed to be equals such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with the “partners interests in the partnership” within the meaning of Treasury Regulations §§ Section 1.704-1(b2(g)(2). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant to such sentence. The items to be allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2, and the Board shall make such changes in the allocations pursuant 2(j)(2). This Section 5.03(a) is intended to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to comply with the minimum gain chargebackschargeback requirement in the Treasury Regulations and shall be interpreted consistently therewith. (b) Notwithstanding Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this ARTICLE V, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Period, each Member that has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 9.21.704-2(i)(5), no allocation shall be specially allocated items of Loss Company income and gain for such Fiscal Period (and, if necessary, subsequent Fiscal Periods) in an amount that equals such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain that is attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to a the respective amounts required to be allocated to each Member if it would cause pursuant to such Member sentence. The items to have a negative balance be allocated shall be determined in its “Adjusted Capital Account” (as such term accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.03(b) is defined intended to comply with the minimum gain chargeback requirement in clause the Treasury Regulations and shall be interpreted consistently therewith. (c) belowIn accordance with Treasury Regulations Section 1.704-2(b)(1), decreased by reasonably expected any Nonrecourse Deductions for any Fiscal Period shall be specially allocated among the Members in accordance with the Members’ respective Percentage Interests. (d) Any Member Nonrecourse Deductions for any Fiscal Period shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i)(1) and (2). (e) If any Member unexpectedly received any adjustments, allocations and allocations, or distributions described in Regulation §§ 1.704 Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and or (6), immediately following then items of Company income and gain shall be specially allocated to such allocation. Allocations of Losses Member in an amount and manner sufficient to eliminate the deficit balance in such Member’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that would an allocation pursuant to this Section 5.03(e) shall be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 only to the extent not inconsistent with that a Member would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this ARTICLE V have been tentatively made as if this Section 9.3(b)5.03(e) were not in this Agreement. To This Section 5.03(e) is intended to be a “qualified income offset” provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (f) If any Member has a deficit Capital Account at the extent allocations end of Losses cannot be made any Fiscal Period which is in excess of the sum of (i) the amount such Member is obligated to restore, if any, pursuant to any of the Members because provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 9.3(b1.704-2(g)(1) and 1.704-2(i)(5), each such allocations Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.03(f) shall be made only if and to the Members extent that a Member would have a deficit Capital Account in accordance with excess of such sum after all other allocations provided for in this ARTICLE V have been tentatively made as if Section 9.2, as applicable, notwithstanding 5.03(e) and this Section 9.3(b5.03(f) were not in this Agreement. (g) Pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m). Allocations , to the extent an adjustment to the adjusted tax basis of Profits following any allocations Company asset under Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts, the amount of Losses subject such adjustment to this Section 9.3(b) the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated among to the Members in a manner so as that is consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Treasury Regulations. (h) The allocations set forth in Section 5.03(a)-(g), inclusive (the “Regulatory Allocations”), are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset the either with other Regulatory Allocations or with special allocations of Losses previously made to the Members other items of Company income, gain, loss or deduction pursuant to this Section 9.3(b). 5.03. Therefore, notwithstanding any other provision of this Section 5.03 (cother than the Regulatory Allocations) A Member’s “Adjusted Capital Account” at any time to the contrary, the Managing Member shall mean make such offsetting special allocations of income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account at balance is, to the extent possible, equal to the Capital Account balance such time increased by Member would have had if the sum Regulatory Allocations were not part 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)Agreement. In exercising its discretion, pursuant to this Section 5.03(h), and decreased by reasonably expected adjustmentsthe Managing Member will take into account future Regulatory Allocations that, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4)although not yet made, (5) and (6)are likely to offset other Regulatory Allocations previously made.

Regulatory Allocations. Notwithstanding anything that may be to the contrary in this Agreement, the following allocations shall be made prior to any other allocations under this Agreement and in the following order of priority: (ai) Minimum gain shall be allocated as follows: (A) Except as otherwise provided in Treas. Reg. § 1.704-2(f), if there is a net decrease in Company Minimum Gain during any Fiscal Year or period, each Member shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain to the extent required by Treas. Reg. § 1.704-2(f). The Members intend that items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-2(f) and (i). This provision is intended to comply with the allocations minimum gain chargeback requirements of Treas. Reg. § 1.704-2(f) and shall be interpreted and applied consistently therewith. Allocations pursuant to this Section 9.3 6.04(b)(i)(A) shall be equivalent made in proportion to allocations that are or are deemed the respective amounts required to be allocated to each Member pursuant hereto. (B) Except as otherwise provided in Treas. Reg. § 1.704-2(i)(4), if there is a net decrease in the Member Nonrecourse Debt Minimum Gain during any Fiscal Year or period, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, determined in accordance with Treas. Reg. § 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year or period (and, if necessary, subsequent Fiscal Years or periods) in an amount equal to that Member’s share of the “partners interests net decrease in the partnership” within Member Nonrecourse Debt Minimum Gain to the meaning of Regulations extent and in the manner required by Treas. Reg. § 1.704-2(i). The items to be so allocated shall be determined in accordance with Treas. Reg. §§ 1.704-1(b2(i)(4) and (j)(2). This provision is intended to comply with the minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in Treas. Reg. § 1.704-2, 2(i)(4) and the Board shall make such changes in the allocations be interpreted and applied consistently therewith. Allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and 6.04(b)(i)(B) shall be made in proportion to the minimum gain chargebacksrespective amounts required to be allocated to each Member pursuant hereto. (bii) Notwithstanding any provision of Section 9.2, no allocation of Loss shall be made to If 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 unexpectedly receives any adjustments, allocations and or distributions described in Regulation Treas. Reg. §§ 1.704 1.704-1(b)(2)(ii)(d)(4), (5) and or (6), immediately following such allocation. Allocations of Losses ) that would not prevent such Member from having, or would cause such Member to have, an Adjusted Capital Account Deficit, then items of Company income (including gross income) and gain shall be made specially allocated to a such Member but for this Section 9.3(b) shall instead be made in an amount and manner sufficient to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b)eliminate, as quickly as possible, such allocations Adjusted Capital Account Deficit. This Section 6.04(b)(ii) is intended to constitute a “qualified income offset” under Treas. Reg. § 1.704-l(b)(2)(ii)(d) and shall be made interpreted and applied consistently therewith. (iii) Nonrecourse Deductions, if any, for any Fiscal Year or period shall be allocated to the Members in accordance with Section 9.2their respective Percentage Interests. (iv) Member Nonrecourse Deductions, as applicableif any, notwithstanding this Section 9.3(b). Allocations of Profits following for any allocations of Losses subject Fiscal Year or period with respect to this Section 9.3(b) a Member Nonrecourse Debt shall be specially allocated to the Member that bears the economic risk of loss for such Member Nonrecourse Debt (as determined under Treas. Reg. §§ 1.704-2(b)(4) and 1.704-2(i)(1)). (v) To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among the Members in a manner so as consistent with the manner in which each of their respective Capital Accounts are required to offset the allocations of Losses previously made to the Members be adjusted pursuant to this Section 9.3(b)such section of the Treasury Regulations. (cvi) A Member’s The allocations set forth in Section 6.04(b)(i)-(v) (the “Adjusted Capital Account” at Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction. Therefore, notwithstanding any time other provision of this Agreement (other than the Regulatory Allocations), the Managing Member shall mean make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account at balance is, to the extent possible, equal to the Capital Account balance such time increased by Member would have had if the sum Regulatory Allocations were not part of (athis Agreement and all Company items were allocated pursuant to Section 6.03 and Section 6.04. In exercising discretion with respect to such offsetting special allocations, the Managing Member shall take into account future Regulatory Allocations under Section 6.04(a) the amount of such Member’s share of partnership minimum gain (as defined in Regulation §1.704-2(g)(lthat, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 6.04(b)(iii) 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6or 6.04(b)(iv).

Regulatory Allocations. (ai) The Members intend that the allocations pursuant to this Section 9.3 Notwithstanding any other provision hereof, no loss or deduction shall be equivalent allocated to allocations that are or are deemed to be in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt a Member’s Capital Account if and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2, no extent allocation of Loss shall be made to thereof would create or increase a Member if it would cause such Member to have a negative deficit balance in its “Adjusted Capital Account” such account (as such term is defined in clause (c) below), decreased by reasonably expected reduced for adjustments, allocations allocations, and distributions described in Regulation §§ 1.704 Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) ), and (6)), immediately following and any such allocation. Allocations of Losses that would loss or deduction shall be made allocated instead to a Member but for this Section 9.3(b) shall instead be made to the other Members pursuant to Section 9.2 Members’ Capital Accounts to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made and in proportion to the Members respective positive balances in accordance with Section 9.2such accounts. If any Member unexpectedly receives any adjustment, as applicableallocation, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject or distribution referred to this Section 9.3(b) shall be allocated among the Members above that creates or increases a deficit balance in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at or such time increased by the sum account otherwise has a deficit balance, items of (a) the income and gain will be allocated to such Member in an amount of and manner sufficient to eliminate such Member’s share of partnership minimum gain (deficit balance as quickly as possible. This paragraph is intended to constitute a “qualified income offset” as defined in Regulation §Treasury Regulations Section 1.704-2(g)(l1(b)(2)(ii)(d) and shall be interpreted consistent with that section. (3)ii) The Treasury Regulations promulgated under Code Section 704(b) relating to the minimum gain chargeback, minimum gain chargeback with respect to partner nonrecourse debt, allocation of nonrecourse deductions and (b) the amount allocation of such Member’s share items of deduction, loss or expenditure relating to partner nonrecourse debt minimum gain (as defined are hereby incorporated herein by this reference and shall be applied to the allocation of Company items of income, gain, loss or deduction in Regulation §the manner provided in such Treasury Regulations. However, the Members do not intend that the “obligation to restore deficit” described in Treasury Regulations Section 1.704-2(i)(5)), and decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (51(b)(2)(ii)(c) and (6)or any successor provision thereto be incorporated into this Agreement.

Regulatory Allocations. Notwithstanding anything to the contrary in this Article VII, the following allocations shall apply: If an allocation of Net Loss would cause a Member to have an Adjusted Capital Account Deficit, such Net Loss shall instead be allocated (ai) The first, to Members intend that the allocations pursuant to this Section 9.3 shall be equivalent to allocations that are or are deemed to be with positive balances in their Capital Accounts (as adjusted in accordance with the “partners interests definition of Adjusted Capital Account Deficit), in proportion to and to the extent thereof, and (ii) thereafter, among the Members in accordance with their respective Percentage Interests. All Nonrecourse Deductions for each Taxable Year shall be allocated to the Members in accordance with their sharing percentage under Section 7.1(a) for the applicable tax year. All Member Nonrecourse Deductions for each Taxable Year shall be allocated to the Members who bear the economic risk of loss with respect to the Member Nonrecourse Debt giving rise to such deductions, in accordance with Treasury Regulation Section 1.704-2(i)(1). Any Member who unexpectedly receives an adjustment, allocation or distribution described in clauses (4), (5) or (6) of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) that produces or increases an Adjusted Capital Account Deficit shall, to the extent required by the Treasury Regulations, be allocated items of income and gain in the partnershipamount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible. This Section 7.2(d) is intended to comply with the “qualified income offset” within the meaning of Regulations §§ requirement in Treasury Regulation Section 1.704-1(b1(b)(2)(ii)(d)(3), and shall be interpreted consistently therewith. Each Member who has a deficit Capital Account at the end of any Taxable Year that is in excess of the amount the Member is obligated to restore, including any amount that he is deemed to be obligated to restore under Treasury Regulations Sections 1.704-2(g)(1) and 1.704-22(i)(5), will be specially allocated items of Company income and gain in the amount of the excess as quickly as possible. If there is a net decrease in Minimum Gain during a Taxable Year, then before any other allocation is made for such year, the Members shall be allocated items of income and gain for such year (and, if necessary, subsequent years) in the amount and in the proportions necessary to satisfy the requirements of a “minimum gain chargeback” under Treasury Regulation Section 1.704-2(f). If there is a net decrease in Member Minimum Gain during a Taxable Year, then before any other allocation is made for such year (other than the allocations provided for in Section 7.2(f) which shall be applied first), the Members shall be allocated items of income and gain for such year (and, if necessary, subsequent years) in the amount and in the proportions necessary to satisfy the requirements of a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4). To the extent an adjustment to the adjusted tax basis of any Company asset under Code Sections 734(b) or 743(b) is required to be taken into account in determining Capital Accounts under Treasury Regulations Section 1.704-1(b)(2)(iv)(m), the amount of the adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis), and the Board gain or loss will be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted under Treasury Regulations Section 1.704-1(b)(2)(iv)(m). In the event there is any recapture of Depreciation or investment tax credit, the allocation of gain or income attributable to such recapture shall make such changes be shared by the Members in the allocations pursuant to this Section 9.3 same proportion as it believes are reasonably necessary to meet the requirements of deduction for 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) Depreciation or investment tax credit was shared. Notwithstanding any other provision of Section 9.2this Agreement, no allocation of Net Profit or Net Loss shall or item of profit or loss will be made to a Member if it the allocation would cause such not have “economic effect” under Treasury Regulations Section 1.704-1(b)(2)(ii) or otherwise would not be in accordance with the Member’s interest in the Company within the meaning of Treasury Regulations Section 1.704-1(b)(3) or Section 1.704-1(b)(4)(iv). The Managing Member will have the authority to have a negative balance reallocate any item in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent accordance with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b7.2(j). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. (a) The Members intend that Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Section 1.704-2(i) of the allocations pursuant to this Section 9.3 Regulations), if any, of the Company shall be equivalent allocated for each period to allocations the Member that are or are deemed to be in accordance with bears the “partners interests in the partnership” economic risk of loss within the meaning of Regulations §§ Section 1.704-1(b2(i) of the Regulations and (ii) “nonrecourse deductions” (as defined in Section 1.704-2(b) of the Regulations) and 1.704“excess nonrecourse liabilities” (as defined in Section 1.752-23(a) of the Regulations), and if any, of the Board Company shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and be allocated to the minimum gain chargebacksMembers in accordance with their respective Distribution Percentage Interests. (b) Notwithstanding any provision This Agreement is intended to comply with Section 704(b) of Section 9.2the Code and the Regulations thereunder as in effect on the Effective Date, no allocation of Loss and shall be made considered to include a “Qualified Income Offset” and “Minimum Gain Chargeback,” as defined in such Regulations, and if any Net Profits or Net Losses are allocated pursuant to such a “Qualified Income Offset” or “Minimum Gain Chargeback,” then, subsequently, Net Profits and Net Losses shall, to the extent permitted by Section 704(b) of the Code and the Regulations thereunder, be allocated among the Members in the manner and to the extent necessary to effectuate the intent of the Members as indicated in Section 11.03(a)(iii), and the provisions of Sections 6.01 and 6.07 shall be adjusted accordingly. (c) To the extent that Net Loss or items of loss or deduction otherwise allocable to a Member if it hereunder would cause such Member to have a negative balance in its “an Adjusted Capital Account” (Account Deficit as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because end of this Section 9.3(bthe 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 allocations Net Loss, or items of loss or deduction, shall not be allocated to such Member and instead shall be made allocated to the Members in accordance with Section 9.26.01 as if such Member were not a Member. (d) If any Member has an Adjusted Capital Account Deficit at the end of any taxable year, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) each such Member shall be specially allocated among items of income and gain in the Members in a manner so amount of such excess as to offset the allocations of Losses previously made to the Members quickly as possible, provided that an allocation pursuant to this Section 9.3(b)6.02(d) shall be made only to the extent such Member’s Adjusted Capital Account Deficit would increase if all other allocations provided for in this Article VI were made as if Section 6.02(c) and this Section 6.02(d) were not in this Agreement. (ce) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the 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, Any allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4required to be made pursuant to Sections 6.02(a), (5c) or (d) (the “Regulatory Allocations”) (other than allocations, the effects of which are likely to be offset in the future by other Regulatory Allocations) shall be taken into account, to the extent permitted by Section 704(b) of the Code and the Regulations thereunder, in 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 all other items allocated to each Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 6.01 had such Regulatory Allocations under this Section 6.02 not occurred. (6)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. Notwithstanding the provisions of Section 6.01 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) The Members intend that Items of income or gain (computed with the allocations pursuant to this Section 9.3 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 equivalent allocated to allocations that are or are deemed to be in accordance with the “partners interests Members in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt manner and to the minimum extent required by the “minimum gain chargebackschargeback” provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) Notwithstanding any provision of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its All “Adjusted Capital Accountnonrecourse deductions” (as such term is defined in clause Treasury Regulation Section 1.704-2(b)(1)) of the Company for any taxable period shall be allocated to the Members in the same manner as Net Profits and Net Losses for such period; provided, however, that nonrecourse deductions attributable to “partner nonrecourse debt” (c) belowas defined in Treasury Regulation Section 1.704-2(b)(4), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made allocated to the Members in accordance with the provisions of Treasury Regulation Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b1.704-2(i)(1). (c) A Member’s Items of income or gain (computed with the adjustments contained in paragraphs (i), (ii), (iii), (vi) and (vii) of the definition of “Adjusted Capital AccountNet Profits and Net Losses”) for any taxable period shall be allocated to the Members in the manner and to the extent required by the “qualified income offset” at any time provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d). (d) In no event shall mean 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 at such time increased 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 sum of (aamount the Member is obligated to restore to the Company pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) and the amount of such Member’s share of partnership minimum gain (as defined in the Member is deemed obligated to restore to the Company pursuant to Treasury Regulation §Sections 1.704-2(g)(l2(g)(1) 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 decreasing it by reasonably expected adjustments, allocations and distributions described the amounts specified in Treasury Regulation §§ 1.704 Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). (e) In the 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 as to take account of the variation between the adjusted basis of the property for tax purposes and its Carrying Value using the traditional method of making such allocations (as set forth in Treasury Regulation Section 1.704-3(b)), unless otherwise determined by the Board and with the consent of Heska.

Regulatory Allocations. (a) The Members intend that Notwithstanding the foregoing, the following special allocations pursuant to this Section 9.3 shall be equivalent made for each Fiscal Year or other period in the following order of priority: (i) If there is a net decrease in Company Minimum Gain during a Company taxable year, then each Member shall be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to allocations that are or are deemed to be such Member’s share of net decrease in Company Minimum Gain, determined in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ section 1.704-1(b2(g)(2) and 1.704-2, and of the Board shall make such changes in the allocations pursuant Income Tax Regulations. This subsection (b)(i) is intended to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to comply with the minimum gain chargebackschargeback requirement of section 1.704-2(f) of the Income Tax Regulations and shall be interpreted consistently therewith. (bii) Notwithstanding any provision of Section 9.2, no allocation of Loss shall be made If there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member if it would cause Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with section 1.704-2(i)(5) of the Income Tax Regulations, shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in the amount equal to have such Member’s share of net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in a negative balance in its “Adjusted Capital Account” manner consistent with the provisions of section 1.704-2(i)(4) of the Income Tax Regulations. This subsection (as such term b)(ii) is defined in clause intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of section 1.704-2(i)(4) of the Income Tax Regulations and shall be interpreted consistently therewith. (ciii) below)If any Member unexpectedly receives (or Members unexpectedly receive) an adjustment, decreased allocation or distribution of the type contemplated by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 section 1.704-1(b)(2)(ii)(d)(4), (5) and or (6)) of the Income Tax Regulations, immediately following items of income and gain shall be allocated to such allocationMember (or if more than one Member receives such an adjustment, allocation or distribution, items of income and gain shall be allocated to such Members in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount (or amounts) and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member (or deficits of such Members) as quickly as possible. Allocations It is intended that this subsection (b)(iii) qualify and be construed as a “qualified income offset” within the meaning of Losses that would be made section 1.704-1(b)(2)(ii)(d) of the Income Tax Regulations. (iv) If the allocation of Net Loss to a Member but for this as provided in Section 9.3(b9.1(a) shall instead be made to would create or increase an Adjusted Capital Account Deficit and one or more other Members pursuant would have a positive Capital Account balance, there shall be allocated to Section 9.2 such Member only that amount of Net Loss as will not create or increase an Adjusted Capital Account Deficit. The Net Loss that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall, subject to the extent not inconsistent with this Section 9.3(b)Adjusted Capital Account Deficit limitations of such sentence, be allocated to those Members having positive Capital Account balances up to the amount of such positive Capital Account balances in the ratios that each such Member’s positive Capital Account Balance bears to the sum of such positive Capital Account balances. To the extent that allocations of Net Losses cannot be have been made pursuant to any of the Members because of this Section 9.3(bsubsection (b)(iv), such future allocations of Net Profits, notwithstanding anything to the contrary in this Agreement, shall be made first to restore such Net Losses. (v) Member Nonrecourse Deductions for any Fiscal Year or other period shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of section 1.752-2 of the Income Tax Regulations) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. (vi) Nonrecourse Deductions for any Fiscal Year or other period shall be allocated to the Members in proportion to their respective Percentage Interests. (vii) To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) of the Income Tax Regulations, to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of such Member’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event section 1.704-1(b)(2)(iv)(m)(2) of the Income Tax Regulations applies, or to the Member to whom such distribution was made in the event section 1.704-1(b)(2)(iv)(m)(4) of the Income Tax Regulations applies (viii) The allocations set forth in subsections (b)(i) through (b)(vii) (the “Regulatory Allocations”) are intended to comply with certain requirements of sections 1.704-1(b), 1.704-2(f) and 1.704-2(i) of the Income Tax Regulations. Notwithstanding the provisions of Section 9.29.1(a), as applicable, notwithstanding this Section 9.3(b). the Regulatory Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated taken into account in allocating other items of income, gain, loss and deduction among the Members in a manner so as to offset the allocations of Losses previously made that, to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by extent possible, the sum of (a) the net amount of such Member’s share allocations of partnership minimum gain (as defined in Regulation §1.704-2(g)(l) other items and (3)) and (b) the Regulatory Allocations to each Member shall be equal to the net 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)that would have been allocated to each Member if the Regulatory Allocations had not occurred.

Regulatory Allocations. (a) Minimum Gain Chargeback. Notwithstanding any other provision of this Agreement (except as provided in Section 7.4(b) below), if there is a net decrease in Minimum Gain for a Partnership taxable year, each Partner shall be allocated, before any other allocation of Partnership items for such taxable year, items of income and gain for such year (and, if necessary, for subsequent years) in proportion to, and to the extent of, the amount of such Partner's share of the net decrease in Minimum Gain during such year. The Members intend that the allocations income allocated pursuant to this Section 9.3 7.4(a) in any taxable year shall be equivalent consist first of gains recognized from the disposition of property subject to allocations that are one or are deemed to be in accordance with more nonrecourse liabilities of the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2Partnership, and any remainder shall consist of a pro rata portion of other items of income or gain of the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacksPartnership. (b) Notwithstanding any provision of Exceptions to Section 9.2, no 7.4(a). The allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members otherwise required pursuant to Section 9.2 7.4(a) shall not apply to a Partner to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of that: (a) the amount of such Member’s Partner's share of partnership minimum gain the net decrease in Minimum Gain is caused by a guarantee, refinancing or other change in the instrument evidencing a nonrecourse debt of the Partnership which causes such debt to become a partially or wholly recourse debt or a Partner Nonrecourse Debt, and such Partner bears the economic risk of loss (as defined in within the meaning of Treasury Regulation §1.704Section 1.752-2(g)(l2) and (3)) and for such changed debt; (b) such Partner's share of the amount net decrease in Minimum Gain results from the repayment of a nonrecourse liability of the Partnership, which repayment is made using funds contributed by such Partner to the capital of the Partnership; (iii) the IRS, pursuant to Treasury Regulation Section 1.704-2(f)(4), waives the requirement of such Member’s share allocation in response to a request for such waiver made by the General Partner on behalf of partner nonrecourse debt minimum gain the Partnership (as defined which request the General Partner may or may not make, in its sole discretion, if it determines that the Partnership would be eligible therefor); or (iv) additional exceptions to the requirement of such allocation are established by revenue rulings issued by the IRS pursuant to Treasury Regulation §Section 1.704-2(i)(5)2(f)(5), and decreased which exceptions apply to such Partner, as determined by reasonably expected adjustments, allocations and distributions described the General Partner in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)its sole discretion.

Regulatory Allocations. (ai) The If there is a net decrease in (1) Company Minimum Gain or (2) Member Minimum Gain during any Fiscal Year, the Members intend that the allocations pursuant to this Section 9.3 shall be equivalent to allocations that are or are deemed to be allocated items of Company income and gain for such year (and, if necessary, for subsequent years) in accordance with the “partners interests in the partnership” Treasury Regulation Section 1.704-2(f) or Section 1.704-2(i)(4), as applicable. It is intended that this Section 7.4(a)(i) qualify and be construed as a "minimum gain chargeback" and a "chargeback of partner nonrecourse debt minimum gain" within the meaning of Regulations §§ such regulations, which shall be controlling in the event of a conflict between such regulations and this Section 7.4(a)(i). (ii) Any Nonrecourse Deductions for any Fiscal Year shall be allocated to the Members in proportion to their Capital Contributions. Any Member Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member(s) who bears the economic risk of loss (within the meaning of Treasury Regulation 1.702-2) with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable, in accordance with Treasury Regulation Section 1.704-2(i). (iii) 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)(d), to the Member in an amount and manner sufficient to eliminate, to the extent required by such Regulation, the Adjusted Capital Account Deficit of the Member as quickly as possible. It is intended that this Section 7.4(a)(iii) qualify and be construed as a "qualified income offset" within the meaning of Treasury Regulation 1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict between such Regulation and this Section 7.4(a)(iii). (iv) 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 7.4(a)(i), (ii), (iii) and (iv) (the "Regulatory Allocations") are intended to comply with certain regulatory requirements, including the requirements of Treasury Regulation Sections 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation . Notwithstanding the provisions related to qualified income offsetsof Section 7.1, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2, no allocation of Loss Regulatory Allocations shall be made to a Member if it would cause such Member to have a negative balance taken into account in its “Adjusted Capital Account” (as such term is defined in clause (c) below)allocating other items of income, decreased by reasonably expected adjustmentsgain, allocations loss and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4)deduction among the Members so that, (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To possible, the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the net amount of such Member’s share allocations of partnership minimum gain (as defined in Regulation §1.704-2(g)(l) other items and (3)) and (b) the Regulatory Allocations to each Member shall be equal to the net amount of that would have been allocated to each 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)Member if the Regulatory Allocations had not occurred.

Regulatory Allocations. (a) The Members intend that Notwithstanding any other provisions to the allocations pursuant to contrary in this Section 9.3 Agreement, the following provisions shall apply: A. All Nonrecourse Deductions for each Fiscal Year shall be equivalent allocated to allocations that are or are deemed the Partners in proportion to their respective Contribution Percentages. For purposes of Regulation Section 1.752-3, all excess nonrecourse liabilities of the Partnership will be allocated among the Partners in proportion to their respective Contribution Percentages. B. All Partner Nonrecourse Deductions for each Fiscal Year shall be allocated to the Partners who bear the economic risk of loss with respect to the Partner Nonrecourse Debt giving rise to such deductions, in accordance with Treasury Regulation Section 1.704-2(i)(1). C. Any Partner who unexpectedly receives an adjustment, allocation or distribution described in clauses (4), (5) or (6) of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) which produces a deficit in its Hypothetical Capital Account shall, to the “partners interests extent required by the Treasury Regulations, be allocated items of income and gain in amount and manner sufficient to eliminate the deficit in its Hypothetical Capital Account as quickly as possible. This Section 5.05(e)(C) is intended to comply with the "qualified income offset" requirement in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(3), and shall be interpreted consistently therewith. D. If there is a net decrease in Minimum Gain during a Fiscal Year, then before any other allocation is made for such year, the Partners shall be allocated items of income and gain for such year (and, if necessary, subsequent years) in the partnership” within amount and in the meaning proportions necessary to satisfy the requirements of Regulations §§ a "minimum gain chargeback" under Treasury Regulation Section 1.704-2(f). E. If there is a net decrease in Partner Minimum Gain during a Fiscal Year, then before any other allocation is made for such year, the Partners shall be allocated items of income and gain for such year (and, if necessary, subsequent years) in the amount and in the proportions necessary to satisfy the requirements of a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4). F. The allocations set forth in subsections A through E above (the "Regulatory Allocations") are intended to comply with certain requirements of Treasury Regulation Sections 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to . Notwithstanding any other provision of this Section 9.3 as it believes are reasonably necessary to meet 5.05 (other than the requirements of such Regulations, including, without limitation the provisions related to qualified income offsetsRegulatory Allocations), the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2, no allocation of Loss Regulatory Allocations shall be made to a Member if it would cause such Member to have a negative balance taken into account in its “Adjusted Capital Account” (as such term is defined in clause (c) below)allocating other items of income, decreased by reasonably expected adjustmentsgain, allocations loss and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4)deduction among the Partners so that, (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To possible, the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the net amount of such Member’s share allocation of partnership minimum gain (as defined in Regulation §1.704-2(g)(l) other items and (3)) and (b) the Regulatory Allocations to each Partner should be equal to the net amount of that would have been allocated to each 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)Partner if the Regulatory Allocations had not occurred.

Regulatory Allocations. For all periods when the Company is not a DRE, notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) The Members intend that Items of income or gain (computed with the allocations pursuant to this Section 9.3 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 equivalent allocated to allocations that are or are deemed to be in accordance with the “partners interests Members in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt manner and to the minimum extent required by the "minimum gain chargebackschargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) Notwithstanding All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any provision of Section 9.2, no allocation of Loss year shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made 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 9.21.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), as applicable(ii), notwithstanding (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the 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 (determined for purposes of this Section 9.3(b6.2(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). Allocations ) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) Except as otherwise provided herein or as required by Section 704 of the Code, 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 following and Net Losses; provided, however, that if the Carrying Value of any allocations property of Losses subject the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to this Section 9.3(b) such property for tax purposes shall be allocated among the Members in a manner so as to offset take account of the allocations variation between the adjusted basis of Losses previously made to the Members pursuant to this property for tax purposes and its Carrying Value in the manner provided for under Code Section 9.3(b). (c704(c) A Member’s “Adjusted Capital Account” at using any time shall mean such Member’s Capital Account at such time increased permitted method as selected by the sum Board of (a) the amount of such Member’s share of partnership minimum gain (as defined Managers 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)their sole discretion.

Regulatory Allocations. Notwithstanding the foregoing provisions of this Article VI, the following special allocations shall be made in the following order of priority: (a) The Members intend that the allocations pursuant to this Section 9.3 If there is a net decrease in Company Minimum Gain during a Company taxable year, then each Member shall be equivalent allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to allocations that are or are deemed to be such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g)(2). This Section 6.2(a) is intended to comply with the minimum gain chargeback requirement of Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of Regulations Section 1.704-2(g)(2). This Section 6.2(b) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) If any Member unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be allocated to all such Members (in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member as quickly as possible. It is intended that this Section 6.2(c) qualify and be construed as a “partners interests in the partnershipqualified income offset” within the meaning of Treasury Regulations §§ Section 1.704-1(b)(2)(ii)(d). (d) If the allocation of Loss (or items of loss or deduction) to a Member as provided in Section 6.1 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Loss as will not create or increase an Adjusted Capital Account Deficit. The Loss that would, absent the 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 6.2(d). (e) To the extent that an adjustment to the adjusted tax basis of any Company Asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Company Interest, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. (f) The Nonrecourse Deductions for each taxable year of the Company shall be allocated to the Members in accordance with their respective Percentage Interests. (g) The Member Nonrecourse Deductions shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of Treasury Regulations Section 1.752-2) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. (h) The allocations set forth in Sections 6.2(a) through (g), inclusive, (the “Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulations Sections 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation 2(i). Notwithstanding the provisions related to qualified income offsetsof Section 6.1(b), the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2, no allocation of Loss Regulatory Allocations shall be made to a Member if it would cause such Member to have a negative balance taken into account in its “Adjusted Capital Account” (as such term is defined in clause (c) below)allocating other items of income, decreased by reasonably expected adjustmentsgain, allocations loss and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4)deduction among the Members so that, (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To possible, the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the net amount of such Member’s share allocations of partnership minimum gain (as defined in Regulation §1.704-2(g)(l) other items and (3)) and (b) the Regulatory Allocations to each Member shall be equal to the net amount of that would have been allocated to each 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)Member if the Regulatory Allocations had not occurred.

Regulatory Allocations. (a) The Members intend that Notwithstanding the provisions of Article 4, the following special allocations pursuant to this Section 9.3 shall be equivalent made in the following order of priority: 2.1. If there is a net decrease in Company Minimum Gain during a Company taxable year, then each Member shall be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to allocations that are or are deemed to be such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)(2). This Section 2.1 of this Exhibit E is intended to comply with the minimum gain chargeback requirement of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. 2.2. If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, then each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of Regulations Section 1.704-2(g)(2). This Section 2.2 of this Exhibit E is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. 2.3. If any Member unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), then items of income and gain shall be allocated to all such Members (in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member as quickly as possible. It is intended that this Section 2.3 of this Exhibit E qualify and be construed as a “partners interests in the partnershipqualified income offset” within the meaning of Regulations §§ Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. 2.4. If the allocation of any item of Net Losses to a Member as provided in Section 4.1 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of such items of Net Losses as will not create or increase an Adjusted Capital Account Deficit. The allocated item that would, absent the 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 2.4 of this Exhibit E. 2.5. To the extent that an adjustment to the adjusted tax basis of any Company Asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Interest, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. 2.6. The Nonrecourse Deductions for each taxable year of the Company shall be allocated to the Members in accordance with their respective Percentage Interests. 2.7. The Member Nonrecourse Deductions shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of Regulations Section 1.752-2) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. 2.8. The allocations set forth in this Section 2 of this Exhibit E (the “Regulatory Allocations”) are intended to comply with certain requirements of Regulations Sections 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b2(i). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. (aIt is the intention of the Members that ---------------------- the allocation of tax attributes arising from the Company comply with applicable provisions of the Regulations under Sections 704(b), 704(c) The and 752 of the Code. To conform further the allocation provisions of this Agreement to such Regulations, the Members intend agree that the allocations following special allocation rules shall apply, provided, however, that in respect of any particular allocation the following rules shall supersede the provisions otherwise applicable under this Section 13 only to the extent necessary to cause such allocation to be respected under the Regulations. In the event of any inconsistency between the Regulations and the provisions of this Section 13(d), the Regulations shall govern. (i) In accordance with Code Section 704(c), and the Regulations promulgated thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes, and its fair market value on the date of contribution. Allocations pursuant to this Section 9.3 13(d)(i) are solely for purposes of federal, state and local taxes. As such, they shall not affect or in any way be taken into account in computing a Member's Account or share of profits, losses, or other items of distribution pursuant to any provision of this Agreement. All Members acknowledge and agree that the allocation of items pursuant to this Section 13(d)(i) shall be equivalent to made utilizing the traditional method of making Section 704(c) allocations set forth in Regulation Section 1.704-3(b). (ii) In the event that are or are deemed to be in accordance with a revaluation of the “partners interests Company's Assets is reflected in the partnership” within Members' capital accounts, depreciation, depletion, amortization and other "tax items" shall be allocated in the meaning of manner required by the Regulations §§ Sections 1.704-1(b1(b)(2)(iv)(g) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks1(b)(4)(i). (biii) Notwithstanding If during any provision Company fiscal year there is a net decrease in the Minimum Gain or net decrease in Minimum Gain attributable to the disposition of Section 9.2a particular Asset, no allocation then items of Loss income and gain of the Company shall be made to allocated in the manner required by the applicable "minimum gain chargeback" provisions of Regulation Section 1.704-2. (iv) If 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)receives an adjustment, decreased by reasonably expected adjustments, allocations and distributions allocation or distribution described in Regulation §§ 1.704 Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and or (6)) which is unexpected within the meaning of Regulations Section 1.704-1(b)(2) (ii)(d) and which causes or increases a negative balance in such Member's Adjusted Capital Account, immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 will, to the extent not inconsistent with this required by Regulations Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b1.704-1(b)(2)(ii)(d), be allocated an amount of gross income and/or gain sufficient to eliminate such allocations shall be made negative balance as quickly as possible. (v) All deductions attributable to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) Member Non-Recourse Loans shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased required by the sum applicable provisions of (a) the amount of such Member’s share of partnership minimum gain (as defined in Regulation §Regulations Section 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)2.

Regulatory Allocations. (a) The Members intend that the allocations pursuant to this Section 9.3 9.4 shall be equivalent to allocations that are or are deemed to be in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 9.4 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.29.3, 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 9.3(b9.4(b) shall instead be made to other Members pursuant to Section 9.2 9.3 to the extent not inconsistent with this Section 9.3(b9.4(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b9.4(b), such allocations shall be made to the Members in accordance with Section 9.29.3, as applicable, notwithstanding this Section 9.3(b9.4(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b9.4(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b9.4(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. (a) The Members intend that Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-2(i)), if any, of the allocations pursuant to this Section 9.3 Company shall be equivalent allocated for each period to allocations the Partner that are or are deemed to be in accordance with bears the “partners interests in the partnership” economic risk of loss within the meaning of Treasury Regulations §§ Section 1.704-1(b2(i) and (ii) “nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-22(b)) and “excess nonrecourse liabilities” (as defined in Treasury Regulations Section 1.752-3(a)), and if any, of the Board Company shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and be allocated to the minimum gain chargebacksPartners in accordance with their Percentage Interests. (b) Notwithstanding This Agreement hereby includes “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Treasury Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of Section 9.2this Agreement, no allocation items of Loss gross income shall be made allocated to the Partners on a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 priority basis to the extent not inconsistent with this Section 9.3(b). To and in the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), manner required by such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b)provisions. (c) A Member’s “To the extent that items of loss or deduction otherwise allocable to a Partner hereunder would cause such Partner to have an Adjusted Capital Account” at Account Deficit as of the end of the taxable year to which such items of loss or deduction relate (after taking into account the allocation of all items of income and gain for such taxable period), such items of loss or deduction shall not be allocated to such Partner and instead shall be allocated to the Partners in accordance with Section 5.1 as if such Partner were not a Partner. (d) If any time shall mean such Member’s Partner has an Adjusted Capital Account Deficit at the end of any taxable year, such time increased by the sum Partner shall be specially allocated items of (a) income and gain in the amount of such Member’s share of partnership minimum gain (Adjusted Capital Account Deficit as defined quickly as possible, provided that an allocation pursuant to this Section 5.2(d) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in Regulation §1.704-2(g)(lthis Section 5.2(d) have been made as if Section 5.2(c) and this Section 5.2(d) were not in this Agreement. (3)e) Any allocations required to be made pursuant to Section 5.2(a)-(d) of this Agreement (the “Regulatory Allocations”) (other than allocations, the effects of which are likely to be offset in the future by other Regulatory Allocations) shall be taken into account, to the extent permitted by the Treasury Regulations, in computing subsequent allocations of net profits or net losses pursuant to Section 5.1 so that the net amount of any items so allocated and (b) all other items allocated to each Partner shall, to the extent possible, be equal to the amount of that would have been allocated to each Partner pursuant to Section 5.1 had 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)Regulatory Allocations not occurred.

Regulatory Allocations. (a) The Members intend that Notwithstanding any other provision of this Agreement, the following allocations shall be made for each Fiscal Year or other period: (i) Notwithstanding any other provision of this Section 6.04, if there is a net decrease in Company Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(f), (g)(2) and (j). For purposes of this Section 6.04, each Member’s Capital Account shall be determined and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Article 6 with respect to such taxable period. This Section 6.04(a)(i) is intended to comply with the “minimum gain chargeback” requirement in Treas. Reg. §1.704-2(f) and shall be interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.04 (other than 6.04(a)(i) above), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treas. Reg. §1.704-2(i)(4) and (j)(2). For purposes of this Section 6.04, each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 9.3 shall be equivalent 6.04(a), other than Section 6.04(a)(i) above, with respect to allocations that are or are deemed such taxable period. This Section 6.04(a)(ii) is intended to be in accordance comply with the “partners interests partner nonrecourse debt minimum gain chargeback” requirement in the partnership” within the meaning of Regulations Treas. Reg. §§ 1.704-1(b2(i)(4) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacksbe interpreted consistently therewith. (biii) Notwithstanding Except as provided in Sections 6.04(a)(i) and 6.04(a)(ii) above, in the event any provision of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected unexpectedly receives any adjustments, allocations and or distributions described in Regulation Treas. Reg. §§ 1.704 1.704-1(b)(2)(ii)(d)(4), (5) and or (6), immediately following items of Company income and gain shall be specially allocated to such allocation. Allocations of Losses that would be made Member in an amount and manner sufficient to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 eliminate, to the extent not inconsistent with required by such Treasury Regulations, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Sections 6.04(a)(i) and 6.04(a)(ii). (iv) In the event any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable period, such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, however, that an allocation pursuant to this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations 6.04(a)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided in this Section 6.04(a) have been tentatively made as if this Section 6.04(a)(iv) were not in this Agreement. (v) Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following their Percentage Interests. (vi) Member Nonrecourse Deductions for any allocations of Losses subject to this Section 9.3(b) taxable period shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made 100% to the Members pursuant Member that bears the Economic Risk of Loss with respect to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean the Member Nonrecourse Debt to which such Member’s Capital Account at such time increased by the sum of (a) the amount of such Member’s share of partnership minimum gain (as defined Member Nonrecourse Deductions are attributable in Regulation accordance with Treas. Reg. §1.704-2(g)(l2(i) and (3)) and (b) the amount of such Member’s share of partner nonrecourse debt minimum gain (as defined in Regulation or Treas. Reg. §1.704-2(i)(52(k)). If more than one Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, and decreased by reasonably expected adjustments, allocations and distributions described Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)accordance with the ratios in which they share such Economic Risk of Loss.

Regulatory Allocations. (a) The Members intend that Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Regulations Section 1.704-2(i)), if any, of the allocations pursuant to this Section 9.3 Company shall be equivalent allocated for each period to allocations the Member that are or are deemed to be in accordance with bears the “partners interests in the partnership” economic risk of loss within the meaning of Regulations §§ Section 1.704-1(b2(i); and (ii) “nonrecourse deductions” (as defined in Regulations Section 1.704-2(b)) and 1.704“excess nonrecourse liabilities” (as defined in Regulations Section 1.752-23(a)), and if any, of the Board Company shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and be allocated to the minimum gain chargebacksMembers in accordance with their respective Capital Percentages. (b) Notwithstanding This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of Section 9.2this Agreement, no allocation items of Loss gross income shall be made allocated to the Members on a priority basis to the extent and in the manner required by such provisions. (c) To the extent that Net Losses otherwise allocable to a Member if it under Section 6.01 would cause such Member to have a negative balance in its “an Adjusted Capital Account” Account Deficit as of the end of the taxable year to which such Net Losses relate (as after taking into account the allocation of all items of income and gain for such term is defined in clause (c) belowtaxable period), 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 allocationNet Losses shall not be allocated to such Member. Allocations 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 that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 6.01, the limitation set forth in this Section 6.02(c) shall be applied on a Member by Member basis and Net Losses not allocable to any Member as a result of such limitation shall be allocated to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the other Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members positive balances in a manner such other Members’ Capital Accounts so as to offset allocate the allocations maximum permissible Net Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of Losses previously made to the Members Regulations. (d) If any Member has an Adjusted Capital Account Deficit at the end of any taxable year, such Member shall be specially allocated items of income and gain in the amount of such Adjusted Capital Account Deficit as quickly as possible, provided that an allocation pursuant to this Section 9.3(b). (c6.02(d) A Member’s “shall be made only if and to the extent that such Member would have an Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the amount of such Member’s share of partnership minimum gain (Deficit after all other allocations provided for in this Article 6 have been made as defined in Regulation §1.704-2(g)(lif Section 6.02(c) and (3)this Section 6.02(d) and (b) the amount of such Member’s share of partner nonrecourse debt minimum gain (as defined were not in Regulation §1.704-2(i)(5)), and decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)this Agreement.

Regulatory Allocations. (a) The Members intend that Losses attributable to partner nonrecourse debt (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated in the allocations manner required by Treasury Regulation Section 1.704-2(i). If there is a net decrease during a Taxable Year in partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(3)), Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to each Member in the amount equal to such Member’s respective share of the net decrease in partner nonrecourse debt minimum gain as determined according to Treasury Regulation Section 1.704-2(i)(4). Allocations pursuant to this Section 9.3 the previous sentence shall be equivalent made in proportion to allocations that are or are deemed the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ Treasury Regulation Sections 1.704-1(b2(i)(4) and 1.704-2, and the Board shall make such changes in the allocations pursuant 2(j)(2). This Section 5.03(a) is intended to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to comply with the minimum gain chargebackschargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted in a manner consistently therewith. (b) Notwithstanding Except as otherwise provided in Treasury Regulations Section 1.704-2(f), notwithstanding the provisions of Section 5.03, or any other provision of this Article V, if there is a net decrease in the partnership minimum gain (as defined in Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d)) during any Taxable Year, each Member shall be allocated Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) in an amount equal to such Member’s share of the net decrease in partnership minimum gain, determined in accordance with Treasury Regulation Section 9.2, no allocation of Loss 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6) and 1.704-2(j)(2). Allocations pursuant to the previous sentence shall be made in proportion to a the respective amounts required to be allocated to each Member if it would cause such Member pursuant thereto. This Section 5.03(b) is intended to have a negative balance comply with the minimum gain chargeback requirement in its “Adjusted Capital Account” (as such term is defined in clause Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (c) belowNonrecourse deductions (as defined in Treasury Regulation Sections 1.704-2(b)(1) and 1.704-2(c)) for any Taxable Year shall be allocated pro rata among the Members in accordance with their Percentage Interests. Any partner nonrecourse deductions (as defined in Treasury Regulation Section 1.704-2(i)(1) and 1.704-2(i)(2)) for any Taxable Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member nonrecourse debt to which such Member nonrecourse deductions are attributable in accordance with Regulations Section 1.704-2(i)(1). (d) If any Member unexpectedly receives an adjustment, decreased by reasonably expected adjustments, allocations and distributions allocation or distribution described in Treasury Regulation §§ 1.704 Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6), immediately following Profits shall be allocated in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(d), to such allocationMember in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 5.03(d) shall be made if and only to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided in this Article V have been tentatively made as if this Section 5.03(b) were not in the Agreement. Allocations This Section 5.03(d) is intended to comply with the qualified income offset requirement in Treasury Regulation Section 1.704-1(b) (2)(ii)(d) and shall be interpreted in a manner consistent therewith. (e) In the event any Member has a deficit Capital Account at the end of any Taxable Year that is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) the Member’s restoration obligations (if any) described in Treasury Regulation Section 1.704-1(b)(2)(ii)(c), each such Member shall be allocated items of Profits in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.03(e) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been made as if Section 5.03(d) and this Section 5.03(e) were not in the Agreement. (f) To the extent that any allocation of Losses that would cause or increase an Adjusted Capital Account Deficit as to any Member, such allocation of Losses shall be made reallocated among the other Members in accordance with their respective Percentage Interests, subject to the limitations of this Section 5.03(f). (g) To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Section 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member but for this Section 9.3(b) in complete liquidation of such Member’s interest in the Company, the amount of such adjustment to Capital Accounts shall instead be made to other Members pursuant to Section 9.2 to treated as an item of gain (if the extent not inconsistent with this Section 9.3(b). To adjustment increases the extent allocations of Losses cannot be made to any basis of the Members because of this Section 9.3(b), asset) or loss (if the adjustment decreases such allocations basis) and such gain or loss shall be made allocated to the Members in accordance with their respective Percentage Interests in the event Treasury Regulation Section 9.21.704-1(b)(2)(iv)(m)(2) applies, as applicableor to the Member to whom such distribution was made in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (h) The allocations set forth in Section 5.03(a) through and including Section 5.03(g) (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profits and Losses of the Company or make Distributions. Accordingly, notwithstanding the other provisions of this Section 9.3(b). Allocations of Profits following any allocations of Losses Article V, but subject to this Section 9.3(b) the Regulatory Allocations, income, gain, deduction and loss shall be allocated reallocated among the Members in a manner so as to offset eliminate the allocations effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Members to be in the amounts (or as close thereto as possible) they would have been if Profits and Losses previously made (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members pursuant to anticipate that this Section 9.3(b). will be accomplished by specially allocating other Profits and Losses (cand such other items of income, gain, deduction and loss) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by among the sum of (a) Members so that the net amount of the Regulatory Allocations and such Member’s share of special allocations to each such Member is zero. In addition, if in any Taxable Year or Fiscal Period there is a decrease in partnership minimum gain (as defined gain, or 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))gain, and decreased by reasonably expected adjustmentsapplication of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Members, allocations and distributions described the Members may, if they do not expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be applied in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)such instance as if it did not contain such minimum gain chargeback requirement.

Regulatory Allocations. (a) Notwithstanding any of the foregoing provisions of Section 8.1 to the contrary: (i) If during any Fiscal Year of the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to Member Nonrecourse Deductions, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such year equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable Regulations. (ii) If for any Fiscal Year of the Company there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities, each Member shall be allocated items of Company income and gain for such year equal to such Member’s share of such net decrease, as determined in accordance with applicable Regulations. (iii) If for any Fiscal Year of the Company there is a net decrease in Minimum Gain attributable to a Member Nonrecourse Debt, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company income and gain for such year equal to such Member’s share of such net decrease, as determined in accordance with applicable Regulations. (b) The Losses allocated pursuant to this Article 8 shall not exceed the maximum amount of Losses that can be allocated to a Member without causing or increasing a deficit balance in the Member’s Adjusted Capital Account. All Losses in excess of the limitations set forth in this Section 8.2(b) shall be allocated to Members intend with positive Adjusted Capital Account balances remaining at such time in proportion to such balances. (c) In the event that a Member unexpectedly receives any adjustment, allocation or Distribution described in Regulations section 1.704-1(b)(2)(ii)(d)(4)-(6) that causes or increases a deficit balance in such Member’s Adjusted Capital Account, items of Company income and gain shall be allocated to that Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) The allocations set forth in subsections (b), (c), and (d) (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 9.3 shall be equivalent to allocations that are or are deemed to be in accordance with 8.1(d). Therefore, notwithstanding any other provisions of this Article 8 (other than the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2Regulatory Allocations), and the Board shall make such changes offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Adjusted Capital Account balance is, to the allocations extent possible, equal to the Adjusted Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to the remaining sections of this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacksArticle 8. (be) Notwithstanding any provision of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in In accordance with Section 9.2704(c) of the Code and the Regulations, as applicableincome and deductions with respect to any property contributed to or revalued by the Company shall, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall solely for federal income tax purposes, be allocated among the Members in a manner so as to offset take into account any variation between the allocations adjusted tax basis of Losses previously made such property to the Company and its fair market value at the time of contribution or revaluation. In making such allocations, the Board shall use the remedial allocation method unless the Members pursuant agree to this Section 9.3(b)the contrary. (cf) A Member’s “Adjusted Capital Account” at Except as otherwise provided in this Section 8.2, if a Unit is transferred during any time shall mean Fiscal Year (whether by Transfer or liquidation of a Unit, or otherwise), the books of the Company will be closed as of the effective date of Transfer. The Profits or Losses attributed to the period from the first day of such Member’s Capital Account at Fiscal Year through the effective date of Transfer will be allocated to the Transferor, and the Profits or Losses attributed to the period commencing on the effective date of Transfer will be allocated to the Transferee. In lieu of an interim closing of the books of the Company and with the agreement of the Transferor and Transferee, the Company may agree to allocate Profits and Losses for such time increased Fiscal Year between the Transferor and Transferee based on a daily proration of items for such Fiscal Year or any other reasonable method of allocation (including an allocation of extraordinary Company items, as determined by the sum of (a) the amount of Company, based on when 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6items are recognized for federal income tax purposes).

Regulatory Allocations. (a) The Members intend that the following allocations pursuant to this Section 9.3 shall be equivalent made in the following order: (i) Nonrecourse Deductions shall be allocated to allocations that are or are deemed to be the Members in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebackstheir Percentage Interests. (bii) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Sections 1.704-2(b)(4) and 1.752-2. If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 5.2(ii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted and applied consistently therewith. (iii) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a taxable year (or if there was a net decrease in Minimum Gain for a prior taxable year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 5.2(iii)), items of income and gain shall be allocated to each Member in an amount equal to such Member's share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.2(iii) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted and applied consistently therewith. (iv) Notwithstanding any provision hereof to the contrary except Section 5.2(iii) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a taxable year (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior taxable year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 9.25.2(iv), no allocation items of Loss income and gain shall be made allocated to each Member in an amount equal to such Member's share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 5.2(iv) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted and applied consistently therewith. (v) Notwithstanding any provision hereof to the contrary except Sections 5.2(iii) and (iv) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), 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)who unexpectedly receives an adjustment, decreased by reasonably expected adjustments, allocations and distributions allocation or distribution described in Treasury Regulation §§ 1.704 Section 1.704-1(b)(2)(ii)(d)(4), (5) and or (6)) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, immediately following including gross income, and gain for the taxable year) in an amount and manner sufficient to eliminate any deficit balance in such allocationMember's Adjusted Capital Account as quickly as possible. Allocations This Section 5.2(v) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (vi) In the event that any Member has a negative Adjusted Capital Account at the end of Losses any taxable year, such Member shall be allocated items of income and gain in the amount of such deficit as quickly as possible; provided, however, that would an allocation pursuant to this Section 5.2(vi) shall be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 only if and to the extent not inconsistent with that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Article V have been tentatively made as if Section 5.2(v) and this Section 9.3(b). 5.2(vi) were not in this Agreement. (vii) To the extent allocations an adjustment to the adjusted tax basis of Losses cannot any asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be made taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member's Units, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members because of this Section 9.3(b), asset) or loss (if the adjustment decreases such allocations basis) and such gain or loss shall be made allocated to the Members in accordance with Treasury Regulation Section 9.21.704-1(b)(2)(iv)(m)(2) if such Section applies, as applicableor to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (viii) If the Treasury Regulations incorporating the Regulatory Allocations are hereafter changed or if new Treasury Regulations are hereafter adopted, notwithstanding and such changed or new Treasury Regulations, in the opinion of tax counsel for the Company, make it necessary to revise the Regulatory Allocations or provide further special allocation rules in order to avoid a significant risk that a material portion of any allocation set forth in this Section 9.3(b). Allocations of Profits following any allocations of Losses subject Article V would not be respected for federal income tax purposes, the Members shall make such reasonable amendments to this Section 9.3(b) shall be allocated among Agreement as, in the opinion of such counsel, are necessary or desirable, taking into account the interests of the Members in as a manner so as whole and all other relevant factors, to offset the allocations of Losses previously made avoid or reduce significantly such risk to the Members extent possible without materially changing the amounts allocable and distributable to any Member pursuant to this Section 9.3(b)Agreement. (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. Notwithstanding anything to the contrary in Section 4.01, the following special allocations will apply. (a) The Members intend that the allocations pursuant to Except as otherwise provided in Treasury Regulations Section 1.704-2(f), notwithstanding any other provision of this Section 9.3 Article V, if there is a net decrease in Company Minimum Gain during any Fiscal Period, each Member shall be equivalent to allocations specially allocated items of Company income and gain for such Fiscal Period (and, if necessary, subsequent Fiscal Periods) in an amount that are or are deemed to be equals such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with the “partners interests in the partnership” within the meaning of Treasury Regulations §§ Section 1.704-1(b2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant to such sentence. The items to be allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2, and the Board shall make such changes in the allocations pursuant 2(j)(2). This Section 5.03(a) is intended to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to comply with the minimum gain chargebackschargeback requirement in Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Notwithstanding Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Article V, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Period, each Member that has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 9.21.704-2(i)(5), no allocation shall be specially allocated items of Loss Company income and gain for such Fiscal Period (and, if necessary, subsequent Fiscal Periods) in an amount that equals such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain that is attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to a the respective amounts required to be allocated to each Member if it would cause pursuant to such Member sentence. The items to have a negative balance be allocated shall be determined in its “Adjusted Capital Account” (as such term accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.03(b) is defined intended to comply with the minimum gain chargeback requirement in clause Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) below)In accordance with Treasury Regulations Section 1.704-2, 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 any Nonrecourse Deductions for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations Fiscal Period shall be made to specially allocated among the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b)Members’ respective Percentage Interests. (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. The following allocations (the “Regulatory Allocations”) shall be made in the following order: (a) The Members intend that the allocations pursuant to this Section 9.3 Nonrecourse Deductions shall be equivalent to allocations that are or are deemed to be in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and allocated to the minimum gain chargebacksMembers pro rata in proportion to their respective Sharing Ratios. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 5.03(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for an Allocation Period (or if there was a net decrease in Minimum Gain for a prior Allocation Period and the Company did not have sufficient amounts of income and gain during prior Allocation Periods to allocate among the Members under this Section 5.03(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 5.03(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 5.03(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for an Allocation Period or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Allocation Period and the Company did not have sufficient amounts of income and gain during prior Allocation Periods to allocate among the Members under this Section 9.25.03(d), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 5.03(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 5.03(c) and Section 5.03(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain, respectively), a Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Allocation Period) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 5.03(e) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (f) Notwithstanding Section 5.02, no allocation of Loss losses shall be made allocated to a any Member if it to the extent that such allocation would cause such Member to have a negative deficit balance in its “Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account” (as ) at the end of such term is defined Allocation Period. All Losses in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described excess of the limitation set forth in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b5.03(f) shall instead be made allocated to other the Members pursuant who do not have a deficit balance in their Adjusted Capital Accounts in proportion to Section 9.2 their relative positive Adjusted Capital Accounts but only to the extent that such Losses do not inconsistent with cause any such Member to have a deficit in its Adjusted Capital Account. (g) In the event that any Member has a negative Adjusted Capital Account at the end of any Allocation Period, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided, however, that an allocation pursuant to this Section 9.3(b). 5.03(g) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 5.03 have been tentatively made as if Section 5.03(e) and this Section 5.03(g) were not in this Agreement. (h) To the extent allocations an adjustment to the adjusted tax basis of Losses cannot any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be made taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members because of this Section 9.3(b), asset) or loss (if the adjustment decreases such allocations basis) and such gain or loss shall be made allocated to the Members in accordance with Treasury Regulation Section 9.21.704-1(b)(2)(iv)(m)(2) if such Section applies, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made or to the Members pursuant Member to this whom such distribution was made if Treasury Regulation Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the amount of such Member’s share of partnership minimum gain (as defined in Regulation §1.704-2(g)(l1(b)(2)(iv)(m)(4) 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)applies.

Regulatory Allocations. (ai) The Members intend that Notwithstanding any other provision of this Agreement, (A) “partner nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-2(i)), if any, of the allocations pursuant to this Section 9.3 Company shall be equivalent allocated for each period to allocations the Member that are or are deemed to be in accordance with bears the “partners interests in the partnership” economic risk of loss within the meaning of Treasury Regulations §§ Section 1.704-1(b2(i) and (B) “nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-22(b)) and “excess nonrecourse liabilities” (as defined in Treasury Regulations Section 1.752-3(a)), and if any, of the Board Company shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and be allocated to the minimum gain chargebacksMembers in accordance with their Percentage Interests. (bii) Notwithstanding This Agreement hereby includes “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Treasury Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of Section 9.2this Agreement, no allocation items of Loss gross income shall be made allocated to the Members on a priority basis to the extent and in the manner required by such provisions. (iii) To the extent that items of loss or deduction otherwise allocable to a Member if it hereunder would cause such Member to have a negative balance in its “an Adjusted Capital Account” (Account Deficit as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because end of this Section 9.3(bthe taxable year to which such items of loss or deduction relate (after taking into account the allocation of all items of income and gain for such taxable period), such allocations items of loss or deduction shall not be allocated to such Member and instead shall be made allocated to the Members in accordance with Section 9.210(a) as if such Member were not a Member. (iv) If any Member has an Adjusted Capital Account Deficit at the end of any taxable year, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) such Member shall be specially allocated among items of income and gain in the Members in a manner so amount of such Adjusted Capital Account Deficit as to offset the allocations of Losses previously made to the Members quickly as possible, provided that an allocation pursuant to this Section 9.3(b)10(b)(iv) shall be 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 Section 10(b)(iv)have been made as if Section 10(b)(iii) and this Section 10(b)(iv)were not in this Agreement. (cv) A Member’s Any allocations required to be made pursuant to Section 10(b) of this Agreement (the “Adjusted Capital Account” at any time Regulatory Allocations”) (other than allocations, the effects of which are likely to be offset in the future by other Regulatory Allocations) shall mean such Member’s Capital Account at such time increased be taken into account, to the extent permitted by the sum Treasury Regulations, in computing subsequent allocations of (anet profits or net losses pursuant to Section 10(a) so that the net amount of any items so allocated and all other items allocated to each Member shall, to the extent possible, be equal to the amount of that would have been allocated to each Member pursuant to Section 10(a) had 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)Regulatory Allocations not occurred.

Regulatory Allocations. The following allocations shall be made in the following order: (a) The Members intend that the allocations pursuant to this Section 9.3 Nonrecourse Deductions shall be equivalent allocated to allocations that are or are deemed to be Class A Members and Class B Members in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) their respective Class A and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacksB Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 3.03(b) is intended to comply with the provisions of Treasury Regulation Section 1.704- 2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision of this Agreement to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Period (or if there was a net decrease in Minimum Gain for a prior Fiscal Period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 3.03(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 3.03(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision of this Agreement to the contrary except Section 9.23.03(d) (dealing with Minimum Gain), no allocation if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Period (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Period and the Company did not have sufficient amounts of Loss income and gain during prior periods to allocate among the Members under this Section 3.03(d)), items of income and gain shall be made allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 3.03(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) No Losses or other items of loss or expense shall be allocated to any Member if it to the extent that such allocation would cause such Member to have a negative deficit balance in its “Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account” ) at the end of such Fiscal Period. All Losses and other items of loss and expense in excess of the limitation set forth in this Section 3.03(e) shall be allocated to the Members who do not have a deficit balance in their Adjusted Capital Accounts in proportion to their relative positive Adjusted Capital Accounts but only to the extent that such Losses and other items of loss and expense do not cause any such Member to have a deficit in its Adjusted Capital Account. (as such term is defined in clause (cf) below)A Member who unexpectedly receives an adjustment, decreased by reasonably expected adjustments, allocations and distributions allocation or distribution described in Treasury Regulation §§ 1.704 Section 1.704-1(b)(2)(ii)(d)(4), (5) and or (6)) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, immediately following including gross income, and gain for the Fiscal Period) in an amount and manner sufficient to eliminate any deficit balance in such allocation. Allocations of Losses Member’s Adjusted Capital Account as quickly as possible; provided that would an allocation pursuant to this Section 3.03(f) shall be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 only if and to the extent not inconsistent with that such Member would have deficit Adjusted Capital Account balance after all other allocations provided for in this Article III have been tentatively made as if this Section 9.3(b)3.03(f) were not in this Agreement. This Section 3.03(f) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (g) In the event that any Member has a deficit balance in its Capital Account at the end of any Fiscal Period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided, however, that an allocation pursuant to this Section 3.03(g) shall be made only if and to the extent that such Member would have a deficit balance in its Capital Account after all other allocations provided for in this Article III have been tentatively made as if Section 3.03(f) and this Section 3.03(g) were not in this Agreement. (h) To the extent allocations an adjustment to the adjusted tax basis of Losses cannot any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be made taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Units, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members because of this Section 9.3(b), asset) or loss (if the adjustment decreases such allocations basis) and such gain or loss shall be made allocated to the Members in accordance with Treasury Regulation Section 9.21.704-1(b)(2)(iv)(m)(2) if such Section applies, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made or to the Members pursuant Member to this whom such distribution was made if Treasury Regulation Section 9.3(b)1.704- 1(b)(2)(iv)(m)(4) applies. (ci) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account at such time increased by the sum of (a) the amount of such Member’s share of partnership minimum gain (as defined in reallocation is required under Treasury Regulation §Section 1.704-2(g)(l) and (31(b)(2)(iv)(s)(3)) and (b) , the amount of such Member’s share of partner nonrecourse debt minimum gain (as defined in Company shall make corrective allocations pursuant to Treasury Regulation §Section 1.704-2(i)(5)), and decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (61(b)(4)(x).

Regulatory Allocations. (a) The Members intend that the allocations pursuant to Notwithstanding any other provision of this Section 9.3 shall be equivalent to allocations that are or are deemed to be in accordance with the “partners interests Agreement, in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding event any provision of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected unexpectedly receives any adjustments, allocations and or distributions described in Treasury Regulation §§ 1.704 Sections 1.704-1(b)(2)(ii)(d)(4), (5) and or (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any items of the Members because Company's income and gain shall be specially allocated to such Member (consisting of a pro rata portion of each item of such income and gain) in an amount and manner sufficient to eliminate any deficit in such Member's Capital Account as quickly as possible. The provisions of this SECTION 7.6(A) are intended to constitute a "qualified income offset" within the meaning of Treasury Regulation Section 9.3(b), such allocations 1.704-1(b)(2)(ii)(d) and shall be made to the Members in accordance interpreted consistently with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b)said Treasury Regulation. (c) A The allocations set forth in this SECTION 7.2 (the "Treasury Regulatory Allocations") are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Treasury Regulatory Allocations shall be offset either with other Treasury Regulatory Allocations or with special allocations of other items of taxable income or tax loss. Therefore, notwithstanding any other provision of this SECTION 7.2 (other than the Treasury Regulatory Allocations), offsetting special allocations of taxable income or tax loss, in whatever manner is appropriate, shall be made so that, after such offsetting allocations are made, each Member’s “Adjusted 's Capital Account” Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Treasury Regulatory Allocations were not part of this Agreement. In making such offsetting allocations, there shall be taken into account future Treasury Regulatory Allocations that, although not yet made, are likely to offset other Treasury Regulatory Allocations previously made. (d) It is the intention of the Members that the allocations hereunder shall be deemed to have "substantial economic effect" within the meaning of Code Section 704 and Treasury Regulation Section 1.704-1. Should the provisions of this Agreement be inconsistent with or in conflict with Code Section 704 or the Treasury Regulations thereunder, then Code Section 704 and such Treasury Regulations shall be deemed to override the contrary provisions thereof. If Code Section 704 or the Treasury Regulations thereunder at any time require that limited liability company agreements contain provisions which are not expressly set forth herein, such provisions shall mean such Member’s Capital Account at such time increased be incorporated into this Agreement by reference and shall be deemed a part of this Agreement to the sum of (a) the amount of such Member’s share of partnership minimum gain (same extent 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))though they had been expressly set forth herein, and decreased by reasonably expected adjustments, any such incorporation shall be retroactive to whatever extent required to create allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)with "substantial economic effect".

Regulatory Allocations. (a) The Members intend that Notwithstanding the foregoing provisions of this Article 4, the following special allocations pursuant to this Section 9.3 shall be equivalent made in the following order or priority: 4.3.1 If there is a net decrease in Company Minimum Gain with respect to allocations that are or are deemed any Series during a Company taxable year, then each Member associated with such Series shall be allocated items of Company income and gain with respect to be such Series for such taxable year (and, if necessary, for subsequent years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain with respect to such Series, determined in accordance with Regulations Section 1.704-2(g)(2) as if such Series were a separate “partnership.” This Section 4.3.1 is intended to comply with the minimum gain chargeback requirement of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. 4.3.2 If there is a net decrease in Member Minimum Gain with respect to any Series attributable to a Member Nonrecourse Debt with respect to such Series during any Company taxable year, each Member associated with such Series who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5) as if each Series were a separate “partners interests partnership,” shall be specially allocated items of Company income and gain with respect to such Series for such taxable year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of Regulations Section 1.704(g)(2) as if such Series were a separate “partnership.” This Section 4.3.2 is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. 4.3.3 If any Member associated with any Series unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), or (5) or (6), items of income and gain shall be allocated to all such Members associated with such Series (in proportion to the amounts of their respective adjusted capital account deficits with respect to such Series) in an amount and manner sufficient to eliminate the adjusted capital account deficit of such Member with respect to such Series as quickly as possible. It is intended that this Section 4.3.3 qualify and be construed as a “qualified income offset” within the meaning of Regulations §§ Section 1.704-1(b)(2)(ii)(d). 4.3.4 If the allocation of Net Loss to a Member as provided in Section 4.2 hereof would create or increase an adjusted capital account deficit with respect to any Series, then to the extent possible there shall be allocated to such Member only that amount of Net Loss as will not create or increase an adjusted capital account deficit with respect to any such Series. The Net Loss that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall be allocated to the other Members associated with such Series in accordance with their relative holdings of membership interests, subject to the limitations of this Section 4.3.4. 4.3.5 The Nonrecourse Deductions for each taxable year of the Company with respect to each Series shall be allocated to the Members associated with such Series in a manner permitted by the Code and Regulations, as reasonably determined by the Managing Member. 4.3.6 The allocations set forth in this Sections 4.3 (the “Regulatory Allocations”) are intended to comply with certain requirements of Regulations Sections 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 2(i) as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation if each Series were a separate “partnership.” Notwithstanding the provisions related to qualified income offsetsof Section 4.2, the allocations of partner non recourse debt and Regulatory Allocations made with respect to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2, no allocation of Loss particular Series shall be made taken into account in allocating other items of income, gain, loss and deduction with respect to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as Series among the Members associated with such term is defined in clause (c) below)Series so that, decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To possible, the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the net amount of such Member’s share allocations of partnership minimum gain (as defined in Regulation §1.704-2(g)(l) other items and (3)) and (b) the Regulatory Allocations to each Member with respect to such Series shall be equal to the net amount of that would have been allocated to each 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)Member if the Regulatory Allocations had not occurred.

Regulatory Allocations. The following allocations shall be made in the following order: (a) The Members intend that the allocations pursuant to this Section 9.3 Nonrecourse Deductions shall be equivalent allocated to allocations that are or are deemed to be the Members in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebackstheir respective Percentage Interests. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 6.4(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.4(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 6.4(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 6.4(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 9.26.4(d), no allocation items of Loss income and gain shall be made allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.4(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 6.4(c) and Section 6.4(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member 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)who unexpectedly receives an adjustment, decreased by reasonably expected adjustments, allocations and distributions allocation or distribution described in Treasury Regulation §§ 1.704 Section 1.704-1(b)(2)(ii)(d)(4), (5) and or (6)) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, immediately following including gross income, and gain for the Fiscal Year or other period) in an amount and manner sufficient to eliminate any deficit balance in such allocationMember’s Adjusted Capital Account as quickly as possible. Allocations This Section 6.4(e) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. LIMITED LIABILITY COMPANY AGREEMENT HOPE SHIPCO LLC (f) In the event that any Member has a negative Adjusted Capital Account at the end of Losses any Fiscal Year, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that would an allocation pursuant to this Section 6.4(f) shall be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 only if and to the extent not inconsistent with that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 9.3(b). 6.4(f) have been tentatively made as if Section 6.4(e) and this Section 6.4(f) were not in this Agreement. (g) To the extent allocations an adjustment to the adjusted tax basis of Losses cannot any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be made taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members because of this Section 9.3(b), asset) or loss (if the adjustment decreases such allocations basis) and such gain or loss shall be made allocated to the Members in accordance with Treasury Regulation Section 9.21.704-1(b)(2)(iv)(m)(2) if such Section applies, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made or to the Members pursuant Member to this whom such distribution was made if Treasury Regulation Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the amount of such Member’s share of partnership minimum gain (as defined in Regulation §1.704-2(g)(l1(b)(2)(iv)(m)(4) 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)applies.

Regulatory Allocations. (a) The Members intend that Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-2(i)), if any, of the allocations pursuant to this Section 9.3 Company shall be equivalent allocated for each period to allocations the Partner that are or are deemed to be in accordance with bears the “partners interests in the partnership” economic risk of loss within the meaning of Treasury Regulations §§ Section 1.704-1(b2(i) and (ii) “nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-22(b)) and “excess nonrecourse liabilities” (as defined in Treasury Regulations Section 1.752-3(a)), and if any, of the Board Company shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and be allocated to the minimum gain chargebacksPartners in accordance with their Percentage Interests. (b) Notwithstanding This Agreement hereby includes “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Treasury Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of Section 9.2this Agreement, no allocation items of Loss gross income shall be made allocated to the Partners on a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 priority basis to the extent not inconsistent with this Section 9.3(b). To and in the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), manner required by such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b)provisions. (c) A Member’s “To the extent that items of loss or deduction otherwise allocable to a Partner hereunder would cause such Partner to have an Adjusted Capital Account” at Account Deficit as of the end of the taxable year to which such items of loss or deduction relate (after taking into account the allocation of all items of income and gain for such taxable period), such items of loss or deduction shall not be allocated to such Partner and instead shall be allocated to the Partners in accordance with Section 5.1 as if such Partner were not a Partner. (d) If any time shall mean such Member’s Partner has an Adjusted Capital Account Deficit at the end of any taxable year, such time increased by the sum Partner shall be specially allocated items of (a) income and gain in the amount of such Member’s share of partnership minimum gain (Adjusted Capital Account Deficit as defined quickly as possible, provided that an allocation pursuant to this Section 5.2(d) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in Regulation §1.704-2(g)(lthis Section 5.2(d) have been made as if Section 5.2(c) and this Section 5.2(d) were not in this Agreement. (3)e) Any allocations required to be made pursuant to Section 5.2(a)-(d) of this Agreement (the “Regulatory Allocations”) (other than allocations, the effects of which are likely to be offset in the future by other Regulatory Allocations) shall be taken into account, LA_LAN01:362817.14 to the extent permitted by the Treasury Regulations, in computing subsequent allocations of net profits or net losses pursuant to Section 5.1 so that the net amount of any items so allocated and (b) all other items allocated to each Partner shall, to the extent possible, be equal to the amount of that would have been allocated to each Partner pursuant to Section 5.1 had 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)Regulatory Allocations not occurred.

Regulatory Allocations. (a) The Members intend that the allocations pursuant Loss attributable to this Section 9.3 Member Nonrecourse Debt shall be equivalent allocated in the manner required by Regulations Section 1.704-2(i). If there is a net decrease during a taxable year in Member Minimum Gain, Income for such taxable year (and, if necessary, for subsequent taxable years) shall be allocated to allocations that are or are deemed the Members in the amounts and of such character as is determined according to Regulations Section 1.704-2(i)(4). This Section 4.2(a) is intended to be a “partner nonrecourse debt minimum gain chargeback” provision that complies with the requirements of Regulations Section 1.704-2(i)(4), and shall be interpreted in a manner consistent therewith. (b) Except as otherwise provided in Section 4.2(a), if there is a net decrease in Company Minimum Gain during any taxable year, each Member shall be allocated Income for such taxable year (and, if necessary, for subsequent taxable years) in the amounts and of such character as is determined according to Regulations Section 1.704-2(f). This Section 4.2(b) is intended to be a “minimum gain chargeback” provision that complies with the requirements of Regulations Section 1.704-2(f), and shall be interpreted in a manner consistent therewith. (c) If any Member that unexpectedly receives an adjustment, allocation or distribution described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) has an Adjusted Capital Account Deficit as of the end of any taxable year, computed after the application of Section 4.2(a) and Section 4.2(b), but before the application of any other provision of Section 4.1, Section 4.2 and Section 4.3, then Income for such taxable year shall be allocated to such Member in proportion to, and to the extent of, such Adjusted Capital Account Deficit. This Section 4.2(c) is intended to be a “qualified income offset” provision as described in Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith. (d) “Nonrecourse deductions” (as defined in Regulations Sections 1.704-2(b)(l) and (c)) shall be allocated among the Members pro rata in accordance with the “partners interests number of Common Units owned by each of them. (e) No Loss or Net Loss shall be allocated to a Member to the extent such allocation would cause or increase an Adjusted Capital Account Deficit for such Member. Instead, such Loss or Net Loss shall be allocated among the other Members in the partnership” within same ratios that such other Members are allocated Net Loss for such year under Section 4.1. (f) Income and Loss described in clause (d) of the meaning definition of Gross Asset Value shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Regulations §§ Section 1.704-1(b)(2)(iv)(m). (g) The allocations set forth in Section 4.2(a) through Section 4.2(f) inclusive (the “Regulatory Allocations”) are intended to comply with certain requirements of Section 1.704-1(b) and 1.704-22 of the Regulations. The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Income and Loss of the Company or to make Distributions. Accordingly, notwithstanding the other provisions of Section 4.1, Section 4.2 and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations4.3, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and but subject to the minimum gain chargebacks. (b) Notwithstanding any provision Regulatory Allocations, items of Section 9.2, no allocation of Income and Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) Company shall be allocated among the Members in a manner so as to offset eliminate the allocations effect of Losses previously made the Regulatory Allocations and thereby cause the respective Capital Account balances of the Members to be in the amounts (or as close thereto as possible) they would have been if Income and Loss had been allocated without reference to the Regulatory Allocations. In general, the Members pursuant to anticipate that this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased be accomplished by specially allocating other Income and Loss among the sum of (a) Members so that the net amount of Regulatory Allocations and such Member’s share of partnership minimum gain (as defined in Regulation §1.704-2(g)(l) and (3)) and (b) the amount of special allocations to each 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)Member is zero.

Regulatory Allocations. The following allocations shall be made in the following order: (a) The Members intend that To the allocations pursuant to this extent required by Section 9.3 shall be equivalent to allocations that are or are deemed to be 1.704-2(f) of the Treasury Regulations, if there is a net decrease in accordance with the “partners interests in the partnershippartnership minimum gain” (within the meaning of Regulations §§ Section 1.704-1(b2(b)(2) of the Treasury Regulations) in a Fiscal Year, then each Member shall be specially allocated items of income and gain (including gross income) arising during that Fiscal Year (and if necessary subsequent Fiscal Years), equal to such Member’s share of the net decrease in partnership minimum gain. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6) and 1.704-22(j)(2) of the Treasury Regulations. If, and the Board shall make in any Fiscal Year that has such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulationsa net decrease, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebackschargeback requirement would cause a distortion in the economic arrangement between the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the Management Committee may in its reasonable discretion seek to have the Internal Revenue Service waive the minimum gain chargeback requirement in accordance with Section 1.704-2(f)(4) of the Treasury Regulations. This Section 6.02(a) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith. (b) Notwithstanding any provision If there is a net decrease in “partner nonrecourse debt minimum gain” (within the meaning of Section 9.21.704 2(i)(4) of the Treasury Regulations) in any Fiscal Year, no then each Member that has a share of the “partner nonrecourse debt minimum gain” as of the beginning of the Fiscal Year shall be specially allocated items of income and gain arising during that Fiscal Year (and if necessary subsequent Fiscal Years) to the extent required by Section 1.704-2(i)(4) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. A Member shall not be subject to this provision to the extent that an exception is provided by Section 1.704-2(i)(4) of the Treasury Regulations and any administrative guidance issued by the Internal Revenue Service with respect thereto. Any “partner nonrecourse debt minimum gain” allocated pursuant to this provision shall consist of first, gains recognized from the disposition of Assets subject to “partner nonrecourse debt” (within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations), and, second, if necessary, a pro rata portion of the Company’s other items of income or gain (including gross income) for that Fiscal Year (and if necessary subsequent Fiscal Years). This Section 6.02(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith. (c) In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Section 1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6) of the Treasury Regulations, which creates a negative Adjusted Capital Account Balance for its Capital Account, then items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income and gain for such Fiscal Year and, if necessary, for subsequent Fiscal Years) from Business conducted by the Company shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the negative Adjusted Capital Account Balance so created as quickly as possible; provided that an allocation of Loss pursuant to this Section 6.02(c) shall be made if and only to the extent that such Member would have a negative Adjusted Capital Account Balance after all other allocations provided for in this ARTICLE VI have been tentatively made as if this Section 6.02(c) were not in the Agreement. It is the intent that this Section 6.02(c) be interpreted to comply with the alternate test for economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. (d) If there are any “nonrecourse deductions” (within the meaning of Sections 1.704-2(b)(1) and 1.704-2(c) of the Treasury Regulations) in a Fiscal Year, then each Member shall be allocated an amount of such nonrecourse deductions as determined by the Management Committee to be consistent with the allocations of related or similar items under this ARTICLE VI and with Section 1.704-2 of the Treasury Regulations. (e) If there are any “partner nonrecourse deductions” (within the meaning of Section 1.704-2(i)(1) of the Treasury Regulations) in a Fiscal Year, then such deductions shall be allocated to the Member that bears the Economic Risk of Loss for the “partner nonrecourse liability” (within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations) to which the deductions are attributable. If more than one Member bears the Economic Risk of Loss for such “partner nonrecourse liability,” the “partner nonrecourse deductions” attributable to such “partner nonrecourse liability” shall be allocated between the Members according to the proportion in which they bear such Economic Risk of Loss. (f) To the extent an adjustment to the adjusted Tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Treasury Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustments to the Capital Accounts shall be treated as an item of gain (if it would cause the adjustment increases the basis of such asset) or loss (if the adjustment decreases the basis of such asset) and such gain or loss shall be specially allocated between the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to Section 1.704-1(b)(2)(iv)(m) of the Treasury Regulations. (g) The Net Losses allocated pursuant to Section 6.01 shall not exceed the maximum amount of Net Losses, losses or deductions that can be so allocated without causing any Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below)Account Balance at the end of any Fiscal Year. If some, decreased by reasonably expected adjustmentsbut not all, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because would have a negative Adjusted Capital Account Balance as a consequence of such allocations, the limitation set forth in the preceding sentence shall be applied on a Member-by-Member basis so as to allocate the maximum permissible Net Losses and items of loss and deduction to each Member under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. All Net Losses in excess of the limitation set forth in this Section 9.3(b), such allocations 6.02(g) shall be made allocated to the Members in proportion to their respective positive Adjusted Capital Account Balances, if any, and thereafter to the Members in accordance with Section 9.2their interests as determined by the Management Committee in its reasonable discretion. If any Member would have a negative Adjusted Capital Account Balance at the end of any Fiscal Year, as applicable, notwithstanding this Section 9.3(b). Allocations the Capital Account of Profits following any allocations of Losses subject to this Section 9.3(b) such Member shall be allocated among the Members in a manner so as to offset the allocations specially credited with items of Losses previously made to the Members pursuant to this Section 9.3(b). Company income (cincluding gross income) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased and gain from Business conducted by the sum of (a) Company in the amount of such Member’s share excess as quickly as possible. (h) If, as a result of partnership minimum gain (as defined an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation §Section 1.704-2(g)(l) and (31(b)(2)(iv)(s)(3)) and (b) , the amount of such Member’s share of partner nonrecourse debt minimum gain (as defined in Company shall make corrective allocations pursuant to Treasury Regulation §Section 1.704-2(i)(5)), and decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (61(b)(4)(x).

Regulatory Allocations. 5.2.1. Notwithstanding any other provision of this Agreement, (ai) The Members intend that “partner nonrecourse deductions” (as defined in Regulations Section 1.704 2(i)), if any, of the allocations pursuant to this Section 9.3 Company shall be equivalent allocated for each period to allocations the Member that are or are deemed to be in accordance with bears the “partners interests in the partnership” economic risk of loss within the meaning of Regulations §§ Section 1.704-1(b2(i) and (ii) “nonrecourse deductions” (as defined in Regulations Section 1.704-22(b)) and “excess nonrecourse liabilities” (as defined in Regulations Section 1.752-3(a)), if any, of the Company shall be allocated equally among the Members. 5.2.2. This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the Board meaning of the Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall make such changes be allocated to the Members on a priority basis to the extent and in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of manner required by such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacksprovisions. (b) Notwithstanding any provision 5.2.3. To the extent that Net Loss or items of Section 9.2, no allocation of Loss shall be made loss or deduction otherwise allocable to a Member if it hereunder would cause such Member to have a negative balance in its “an Adjusted Capital Account” (Account Deficit as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because end of this Section 9.3(bthe 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 allocations Net Loss, or items of loss or deduction, shall not be allocated to such Member and instead shall be made allocated to the Members in accordance with Section 9.25.1 as if such Member were not a Member. 5.2.4. If any Member has an Adjusted Capital Account Deficit at the end of any taxable year, such Member shall be specially allocated items of income and gain in the amount of such Adjusted Capital Account Deficit as applicablequickly as possible, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject provided that an allocation pursuant to this Section 9.3(b5.2.4 shall be 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 V have been made as if Section 5.2.3 and this Section 5.2.4 were not in this Agreement. 5.2.5. Any allocations required to be made pursuant to Sections 5.2.1-5.2.4 (the “Regulatory Allocations”) (other than allocations, the effects of which are likely to be offset in the future by other special allocations) shall be taken into account, to the extent permitted by the Regulations, in 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 all other items allocated to each Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 5.1 had such Regulatory Allocations under this Section 5.2 not occurred. 5.2.6. It is intended that prior to a distribution 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 in a manner so as to offset bring the allocations positive Capital Account balance of Losses previously made each Member as close as possible to the Members pursuant to this amount that such Member would receive if the Company were liquidated and all the proceeds were distributed in accordance with Section 9.3(b)10.3. (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. (a) The Members intend that Notwithstanding the foregoing provisions of this Article 5, the following special allocations pursuant to this Section 9.3 shall be equivalent made in the following order of priority: 5.2.1 If there is a net decrease in Company Minimum Gain during a Company taxable year, then each Member shall be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to allocations that are or are deemed to be such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)(2). This Section 5.2.1 is intended to comply with the minimum gain chargeback requirement of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. 5.2.2 If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of Regulations Section 1.704-2(g)(2). This Section 5.2.2 is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. 5.2.3 If any Member unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be allocated to all such Members (in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member as quickly as possible. It is intended that this Section 5.2.3 qualify and be construed as a “partners interests in the partnershipqualified income offset” within the meaning of Regulations §§ Section 1.704-1(b)(2)(ii)(d). 5.2.4 If the allocation of income, gain, loss or deduction (or an item thereof) to a Member as provided in Section 5.1 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of income, gain, loss or deduction (or an item thereof) as will not create or increase an Adjusted Capital Account Deficit. The allocated item 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 Pro Rata Share, subject to the limitations of this Section 5.2.4. 5.2.5 To the extent that an adjustment to the adjusted tax basis of any Company Asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to Doc#: US1:15482657v3 be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Interest, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. 5.2.6 The Nonrecourse Deductions for each taxable year of the Company shall be allocated to the Members in accordance with their respective Pro Rata Share. 5.2.7 The Member Nonrecourse Deductions shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of Regulations Section 1.752-2) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. 5.2.8 The allocations set forth in this Section 5.2 (the “Regulatory Allocations”) are intended to comply with certain requirements of Regulations Sections 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation . Notwithstanding the provisions related to qualified income offsetsof Section 5.1, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2, no allocation of Loss Regulatory Allocations shall be made to a Member if it would cause such Member to have a negative balance taken into account in its “Adjusted Capital Account” (as such term is defined in clause (c) below)allocating other items of income, decreased by reasonably expected adjustmentsgain, allocations loss and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4)deduction among the Members so that, (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To possible, the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the net amount of such Member’s share allocations of partnership minimum gain (as defined in Regulation §1.704-2(g)(l) other items and (3)) and (b) the Regulatory Allocations to each Member shall be equal to the net amount of that would have been allocated to each 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)Member if the Regulatory Allocations had not occurred.

Regulatory Allocations. (a) The Members intend that the allocations pursuant to Minimum Gain Chargeback. Except as set forth in Treasury Regulation Section 1.704~2(f)(2), (3), and (4). notwithstanding any other provision of this Section 9.3 Agreement, if there is a net decrease in Minimum Gain during any Allocation Period, each Member shall be equivalent to allocations that are or are deemed to be allocated, before any other allocation of Company items for such Allocation Period, items of gross income and gain for such Allocation Period (and, if necessary, for subsequent Allocation Periods) in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt proportion to. and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2extent of, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the amount of such Member’s share of partnership the net decrease in Minimum Gain during such year. Allocations of Company income and gain pursuant to this Section 7.3(a) shall be made in proportion to the respective amounts required to be allocated to each Member in accordance with Treasury Regulation Sections 1.704-2(1) and 1.704-2(j)(2). It is the intent of the parties hereto that any allocation pursuant to this Section 7.3(a) shall constitute a “minimum gain chargeback” under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Member Nonrecourse Debt Minimum Gain Chargeback. Except as set forth in Treasury Regulation Section 1.703-2(i)(4). notwithstanding any other provision of this Agreement, if, during any Allocation Period, there is a net decrease for an Allocation Period in Member Nonrecourse Debt Minimum Gain attributable to a Member, each Member with a share of the Member Nonrecourse Debt Minimum Gain attributable to partner nonrecourse debt (as defined in Treasury Regulation §Section 1 ,704-2(b)(4)), computed in accordance with Treasury Regulation Section 1.704-2(g)(l2(i)(5), shall be allocated items of gross income and gain for such Allocation Period (and, if necessary’', subsequent Allocation Periods) and (3)) and (b) the in an amount of such equal to that Member’s share of partner nonrecourse debt the net decrease in Member Nonrecourse Debt Minimum Gain, computed in accordance with Treasury Regulation Section 1.704-2(i)(4). Allocations of Company income and gain pursuant to this Section 7.3(b) shall be made in proportion to the respective amounts required to be allocated to each Member in accordance with Treasury Regulation Sections 1.7042(i)(4) and 1.704-2(j)(2). It is the intent of the parties hereto that any allocation pursuant to this Section 7.3(b) shall constitute a "minimum gain (as defined in chargeback" under Treasury Regulation §Section 1.704-2(i)(5)), and decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (52(i)(4) and (6)shall be interpreted consistently therewith.

Regulatory Allocations. (a) The Members intend that the allocations pursuant to Notwithstanding any other provision of this Section 9.3 Agreement, if there is a net decrease in Company Minimum Gain during any year, each Member shall be equivalent specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount equal to allocations that are or are deemed to be the portion of such Member's share of the net decrease in Company Minimum Gain, determined in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ ss. 1.704-1(b2(g) and of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with ss. 1.704-2, and 2(f)(6) of the Board shall make such changes in the allocations pursuant Treasury Regulations. This Section 12.6(a) is intended to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to comply with the minimum gain chargebackschargeback requirement in ss. 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith. (b) Notwithstanding any provision other provisions of this Agreement except Section 9.26.12(a), no allocation if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any year, each Member who has a share of Loss the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with ss. 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Member's share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with ss. 1.704-2(i)(4) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to a the respective amounts required to be allocated to each Member if it pursuant thereto. The items to be so allocated shall be determined in accordance with ss.1.704-2(i)(4) of the Treasury Regulations. This Section 6.12(b) is intended to comply with the minimum gain chargeback requirement in ss.1.704-2(i) of the Treasury Regulations and shall be interpreted consistently therewith. (c) Nonrecourse Deductions for any year shall be allocated as Net Loss. (d) Any Member Nonrecourse Deductions for any year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with ss. 1.704-2(i)(1) of the Treasury Regulations. (e) Notwithstanding any other provision of this Agreement, no Member shall be allocated in any fiscal year of the Company any Net Loss to the extent such allocation would cause such Member to have or increase a negative deficit balance in its “such Member's Adjusted Capital Account” (as , taking into account all other allocations to be made for such term is defined in clause (c) below), decreased by year pursuant to this Agreement and the reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5ss. 1.704-1(b)(2)(ii)(d) and (6), immediately following of the Treasury Regulations. Any such allocation. Allocations of Losses Net Loss that would be made allocated to a Member but for this Section 9.3(b(the "DEFICIT MEMBER") shall instead be allocated to the other Members. Moreover, if a Deficit Member unexpectedly receives an adjustment, allocation or distribution described in ss. 1.704-1(b)(2)(ii)(d) of the Treasury Regulations which creates or increases a deficit balance in such Member's Adjusted Capital Account (computed after all other allocations to be made to other Members for such year pursuant to this Agreement have been tentatively made as if this Section 9.2 6.12(e) were not in this Agreement), such Deficit Member shall be allocated items of income and gain in an amount equal to such deficit balance. This Section 6.12(e) is intended to comply with the qualified income offset requirement of ss. 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. (f) The allocations set forth in Sections 6.12(a) through 6.12(e) (the "REGULATORY ALLOCATIONS") shall be taken into account in allocating items of income, gain, loss and deduction among the Members so that, to the extent not inconsistent with this Section 9.3(b). To possible, the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the net amount of such Member’s share allocations of partnership minimum gain (as defined in Regulation §1.704-2(g)(l) other items and (3)) and (b) the Regulatory Allocations to each Member shall be equal to the net amount of that would have been allocated to each 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)Member if the Regulatory Allocations had not occurred.

Regulatory Allocations. (a) The Members intend that Notwithstanding the foregoing, the following special allocations pursuant to this Section 9.3 shall be equivalent made for each Fiscal Year or other period in the following order of priority: (i) If there is a net decrease in Company Minimum Gain during a Company taxable year, then each Member shall be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to allocations that are or are deemed to be such Member's share of net decrease in Company Minimum Gain, determined in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ section 1.704-1(b2(g)(2) and 1.704-2, and of the Board shall make such changes in the allocations pursuant Income Tax Regulations. This subsection (b)(i) is intended to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to comply with the minimum gain chargebackschargeback requirement of section 1.704-2(f) of the Income Tax Regulations and shall be interpreted consistently therewith. (bii) Notwithstanding any provision of Section 9.2, no allocation of Loss shall be made If there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member if it would cause Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with section 1.704-2(i)(5) of the Income Tax Regulations, shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in the amount equal to have such Member's share of net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in a negative balance in its “Adjusted Capital Account” manner consistent with the provisions of section 1.704-2(i)(4) of the Income Tax Regulations. This subsection (as such term b)(ii) is defined in clause intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of section 1.704-2(i)(4) of the Income Tax Regulations and shall be interpreted consistently therewith. (ciii) below)If any Member unexpectedly receives (or Members unexpectedly receive) an adjustment, decreased allocation or distribution of the type contemplated by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 section 1.704-1(b)(2)(ii)(d)(4), (5) and or (6)) of the Income Tax Regulations, immediately following items of income and gain shall be allocated to such allocationMember (or if more than one Member receives such an adjustment, allocation or distribution, items of income and gain shall be allocated to such Members in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount (or amounts) and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member (or deficits of such Members) as quickly as possible. Allocations It is intended that this subsection (b)(iii) qualify and be construed as a "qualified income offset" within the meaning of Losses that would be made section 1.704-1(b)(2)(ii)(d) of the Income Tax Regulations. (iv) If the allocation of Net Loss to a Member but for this as provided in Section 9.3(b9.1(a) shall instead be made to would create or increase an Adjusted Capital Account Deficit and one or more other Members pursuant would have a positive Capital Account balance, there shall be allocated to Section 9.2 such Member only that amount of Net Loss as will not create or increase an Adjusted Capital Account Deficit. The Net Loss that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall, subject to the extent not inconsistent with this Section 9.3(b)Adjusted Capital Account Deficit limitations of such sentence, be allocated to those Members having positive Capital Account balances up to the amount of such positive Capital Account balances in the ratios that each such Member's positive Capital Account Balance bears to the sum of such positive Capital Account balances. To the extent that allocations of Net Losses cannot be have been made pursuant to any of the Members because of this Section 9.3(bsubsection (b)(iv), such future allocations of Net Profits, notwithstanding anything to the contrary in this Agreement, shall be made first to restore such Net Losses. (v) Member Nonrecourse Deductions for any Fiscal Year or other period shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of section 1.752-2 of the Income Tax Regulations) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. (vi) Nonrecourse Deductions for any Fiscal Year or other period shall be allocated to the Members in proportion to their respective Percentage Interests. (vii) To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to section 1.704-1(B)(2)(IV)(M)(2) or 1.704-1(b)(2)(iv)(M)(4) of the Income Tax Regulations, to be taken into account in determining Capital Accounts as the result of a distribution to a Member in compete liquidation of such Member's interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event section 1.704-1(b)(2)(iv)(M)(2) of the Income Tax Regulations applies, or to the Member to whom such distribution was made in the event section 1.704-1(b)(2)(iv)(M)(4) of the Income Tax Regulations applies (viii) The allocations set forth in subsections (b)(i) through (b)(vii) (the "REGULATORY ALLOCATIONS") are intended to comply with certain requirements of sections 1.704-1(b), 1.704-2(f) and 1.704-2(i) of the Income Tax Regulations. Notwithstanding the provisions of Section 9.29.1(a), as applicable, notwithstanding this Section 9.3(b). the Regulatory Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated taken into account in allocating other items of income, gain, loss and deduction among the Members in a manner so as to offset the allocations of Losses previously made that, to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by extent possible, the sum of (a) the net amount of such Member’s share allocations of partnership minimum gain (as defined in Regulation §1.704-2(g)(l) other items and (3)) and (b) the Regulatory Allocations to each Member shall be equal to the net 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)that would have been allocated to each Member if the Regulatory Allocations had not occurred.

Regulatory Allocations. (a) Notwithstanding any of the foregoing provisions of Section 8.1 to the contrary: (i) If during any fiscal year of the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to Member Nonrecourse Deductions, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such year equal to such Member's share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury regulations. (ii) If for any fiscal year of the Company there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities, each Member shall be allocated items of Company income and gain for such year equal to such Member's share of such net decrease, as determined in accordance with applicable Regulations. (iii) If for any fiscal year of the Company there is a net decrease in Minimum Gain attributable to a Member Nonrecourse Debt, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company income and gain for such year equal to such Member's share of such net decrease, as determined in accordance with applicable Regulations. (b) The Losses allocated pursuant to this Article 8 shall not exceed the maximum amount of Losses that can be allocated to a Member without causing or increasing a deficit balance in the Member's Adjusted Capital Account. All Losses in excess of the limitations set forth in this Section 8.2(b) shall be allocated to Members intend with positive Adjusted Capital Account balances remaining at such time in proportion to such balances. (c) In the event that a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury regulations section 1.704-1(b)(2)(ii)(d)(4)-(6) that causes or increases a deficit balance in such Member's Adjusted Capital Account, items of Company income and gain shall be allocated to that Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) The allocations set forth in subsections (b), (c), and (d) (collectively, the "Regulatory Allocations") are intended to comply with certain requirements of the Treasury regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 9.3 shall be equivalent to allocations that are or are deemed to be in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b8.1(d). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. (a) The Members intend that the allocations pursuant to Notwithstanding any other provision of this Section 9.3 shall 4.1, the following regulatory allocations will be equivalent to allocations that are made for each fiscal year (or are deemed to portion thereof): (i) If there is a net decrease in Partnership Minimum Gain or Partner Minimum Gain during any Fiscal Year, the Members will be allocated items of income and gain for such year (and, if necessary, for subsequent years) in accordance with the “partners interests in the partnership” within the meaning of Treasury Regulations §§ section 1.704-1(b2(f) and or section 1.704-22(i)(4), and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacksapplicable. (bii) Notwithstanding Any Partner Nonrecourse Deductions for any provision Fiscal Year will be specially allocated to the Member(s) who bears the economic risk of Section 9.2, no allocation of Loss shall be made loss with respect to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” the Partner Nonrecourse Debt (as hereafter defined) to which such term is defined Partner Nonrecourse Deductions are attributable, in clause accordance with Treasury Regulations section 1.704-2(i). (ciii) below), decreased by reasonably expected adjustments, allocations Items of income 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 gain will be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made allocated to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations the “qualified income offset” requirements of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(bTreasury Regulations section 1.704-l(b)(2)(ii)(d). (civ) A Member’s “Adjusted Capital Account” at To the extent any time shall mean such Member’s allocation of losses would cause or increase a deficit balance in the Capital Account at as to any Member, such time increased by allocation of losses will be reallocated among the sum other Members in proportion to their respective Membership Interests, but in a manner that will not produce or increase a deficit balance in the Capital Account of any other Member. (av) The allocations set forth in Sections 4.1(b)(i) through (iv) above and Section 4.1(c) below (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Treasury Regulations sections 1.704-l(b) and 1.704-2. Notwithstanding the provisions of Section 4.1, the Regulatory Allocations will 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 Member’s share allocations of partnership minimum gain other items and the Regulatory Allocations to each Member will be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. (as defined vi) As used 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)this Section 4.1(b), and decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).the capitalized terms below will have the following meanings:

Regulatory Allocations. Notwithstanding the provisions of Section 6.3, the following applies: (a) The Members intend Should there be a net decrease in Company Minimum Gain in any taxable year, the Company shall specially allocate to each Member items of income and gain for that year (and, if necessary, for subsequent years) as required by the allocations pursuant to this Section 9.3 shall be equivalent to allocations that are or are deemed to be in accordance with the “partners interests in the partnership” within the meaning of Regulations §governing "minimum gain chargeback" requirements, section 1.704- 2(f) [26 C.F.R. § 1.704-1(b) and 1.704-22(f)], and the Board shall make such changes in the allocations pursuant prior to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacksmaking any other allocations. (b) Notwithstanding any provision of Section 9.2, no allocation of Loss shall Should there be made to a net decrease in Company Minimum Gain based on a Member if it would cause such Member to have a negative balance Nonrecourse Debt in its “Adjusted Capital Account” (as such term is defined in clause (c) below)any taxable year, decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) the Company shall instead be made to other Members pursuant to Section 9.2 to first determine the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any each Member's share of the Members because of this Section 9.3(b), such allocations shall be made Company Minimum Gain attributable to the Members Member Nonrecourse Debt in accordance with Section 9.2Regulations section 1.704- 2(i)(5) [26 C.F.R. § 1.704-2(i)(5)]. The Company shall then specially allocate items of income and gain for that year (and, as applicableif necessary, notwithstanding this Section 9.3(bfor subsequent years) in accordance with Regulations section 1.704-2(i)(4) [26 C.F.R. § 1.704-2(i)(4). Allocations ] to each Member who has a share of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b)Company Nonrecourse Debt Minimum Gain. (c) A The Company shall allocate nonrecourse deductions for any taxable year to each Member in proportion to his or her Percentage Interest. (d) The Company shall allocate Member Nonrecourse Deductions for any taxable year to the Member who bears the risk of loss with respect to the nonrecourse debt to which the Member Nonrecourse Deduction is attributable, as provided in Regulations section 1.704-2(i) [26 CFR section 1.704-2(i)]. (e) If a Member unexpectedly receives any allocation of loss or deduction, or item thereof, or distributions which result in the Member’s “Adjusted Capital Account” at any time shall mean such Member’s 's having a Negative Capital Account balance at such time increased by the sum end of (a) the amount of such taxable year greater than the Member’s 's share of partnership minimum Company Minimum Gain, the Company shall specially allocate items of income and gain to that Member in a manner designed to eliminate the excess Negative Capital Account balance as rapidly as possible. Any allocations made in accordance with this provision shall be taken into consideration in determining subsequent allocations under this Article, so that, to the extent possible, the total amount allocated in this and subsequent allocations equals that which would have been allocated had there been no unexpected adjustments, allocations, and distributions and no allocation pursuant to Section 6.4(e). (as defined f) In accordance with Code section 704(c) [26 USCA section 704(c)] and the Regulations promulgated pursuant thereto, and notwithstanding any other provision in Regulation §1.704-2(g)(l) this Article, income, gain, loss, and (3)) deductions with respect to any property contributed to the Company shall, solely for tax purposes, be allocated among Members taking into account any variation between the adjusted basis of the property to the Company for federal income tax purposes and (b) its fair market value on the amount date of such contribution. Allocations pursuant to this subsection are made solely for federal, state, and local taxes and shall not be taken into consideration in determining a Member’s 's Capital Account or share of partner nonrecourse debt minimum gain (as defined in Regulation §1.704-2(i)(5)), and decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)Net Profits or Net Losses or any other items subject to Distribution under this Agreement.

Regulatory Allocations. The rules of this section 5.4 shall apply notwithstanding the provisions of section 5.2. (a) The Members intend that the allocations pursuant to this Section 9.3 shall be equivalent to allocations that are or are deemed to be in accordance with the “partners interests in the partnership” Nonrecourse deductions (within the meaning of Regulations §§ 1.704-1(bthe Regulations) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and be allocated to the minimum gain chargebacksMembers in proportion to their respective Residual Percentages. (b) Notwithstanding any provision If for the subject Accounting Period there is a net decrease in the Company’s partnership minimum gain (within the meaning of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) belowthe Regulations), decreased then, except to the extent permitted by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4clause 2(f)(2), (3), (4) or (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because Regulations, items of this Section 9.3(b)income and gain for such Accounting Period (and, such allocations shall be made to the Members in accordance with Section 9.2if necessary, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(bsubsequent Accounting Periods) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made each Member to the Members extent of such Member’s share of such net decrease (calculated pursuant to the Regulations), the order of such allocations and the particular items comprising such amounts being determined in the manner described in the Regulations (this Section 9.3(bprovision being intended to constitute a minimum gain chargeback provision within the meaning of the Regulations). (c) A MemberPartner nonrecourse deductions (within the meaning of clauses 2(i)(1) and 2(i)(2) of the Regulations, applied after taking section 5.3 into account) shall be allocated as prescribed by clause 2(i)(1) of the Regulations. (d) If for the subject Accounting Period there is a net decrease in the Company’s “Adjusted Capital Account” at any time partner nonrecourse debt minimum gain (within the meaning of the Regulations, applied after taking section 5.3 into account), then, except to the extent permitted by clause 2(i)(4) of the Regulations, items of income and gain for such Accounting Period (and, if necessary, subsequent Accounting Periods) shall mean such Member’s Capital Account at such time increased by be allocated to each Member to the sum of (a) the amount extent of such Member’s share of partnership minimum gain such net decrease (as defined calculated pursuant to the Regulations), the order of such allocations and the particular items comprising such amounts being determined in Regulation the manner described in the Regulations (this provision being intended to conform to the requirements of clause 2(i)(4) of the Regulations). (e) For purposes of this section 5.4, capital accounts shall be reduced by all distributions prior to the end of the Accounting Period involved. (f) Depreciation recapture income shall be allocated in accordance with the principles of Treasury Regulations section 1.1245-1(e). (g) For purposes of calculating Members’ shares of “excess nonrecourse liabilities” of the Company (within the meaning of Treas. Reg. §1.7041.752-2(g)(l) and (3)) and (b) , the amount Members intend that they be considered as sharing profits of such Member’s share of partner nonrecourse debt minimum gain (as defined the Company in Regulation §1.704-2(i)(5)), and decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)proportion to their respective Residual Percentages.

Regulatory Allocations. Notwithstanding the provisions of Section 9.2: (a) The Members intend that the allocations pursuant In order to this Section 9.3 shall be equivalent to allocations that are or are deemed to be in accordance comply with the “partners interests in the partnership” within the meaning of Treasury Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebackschargeback requirements in Treasury Regulations §§ 1.704-2(f) and 1.704-2(i)(4) are hereby incorporated in this Agreement. In addition, notwithstanding anything else in this Article 9, (i) deductions associated with Company nonrecourse liabilities described in Treasury Regulations § 1.704-2(c), and any “excess non-recourse liabilities” (as defined in Treasury Regulation Section 1.753-3), shall be allocated in accordance with Percentage Interests, and (ii) deductions associated with Member nonrecourse liabilities described in Treasury Regulations § 1.704-2(i)(1) shall be allocated to the Member or Members who bear the economic risk of loss with respect to the Member nonrecourse liability to which such deductions are attributable, in accordance with Treasury Regulations § 1.704-2(i). (b) Notwithstanding If any provision Member unexpectedly receives an adjustment, allocation or distribution of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased the type contemplated by reasonably expected adjustments, allocations and distributions described in Regulation §Treasury Regulations § 1.704 1.704-1(b)(2)(ii)(d)(4), (5) and (6) that causes such Member to have an Adjusted Capital Account deficit, items of income and gain shall be allocated to all such Members (in proportion to the amounts of their respective Adjusted Capital Account deficits) in an amount and manner sufficient to eliminate the deficit balances in such Members’ Capital Accounts that are in excess of such Members’ respective Adjusted Capital Account deficits, as quickly as possible. It is intended that this Section 9.3(b) qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulations § 1.704-1(b)(2)(ii)(d), immediately following such allocation. Allocations of Losses that would be made to a Member but for The allocations provided in this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 only if and to the extent not inconsistent with that such Member would have a deficit in its Adjusted Capital Account after all other allocations provided in this Section 9.3(b9.3 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). . (d) To the extent allocations an adjustment to the adjusted tax basis of Losses cannot 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), to be made taken into account in determining Capital Accounts as the result of a distribution to any a Member in complete liquidation of its Units, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members because of this Section 9.3(b), asset) or loss (if the adjustment decreases such allocations basis) and such gain or loss shall be made specially allocated to the Members in accordance with Section 9.2their interests in the Company in the event that Treasury Regulations § 1.704-1(b)(2)(iv)(m)(2) applies, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made or to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean whom such Member’s Capital Account at such time increased by distribution was made in the sum of (a) the amount of such Member’s share of partnership minimum gain (as defined in Regulation §event that Treasury Regulations § 1.704-2(g)(l1(b)(2)(iv)(m)(4) 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)applies.

Regulatory Allocations. The following allocations shall be made in the following order: (a) The Members intend that the allocations pursuant to this Section 9.3 Nonrecourse Deductions shall be equivalent allocated to allocations that are or are deemed to be the Members in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebackstheir respective Percentage Interests. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 6.4(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.4(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 6.4(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 6.4(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 9.26.4(d), no allocation items of Loss income and gain shall be made allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.4(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 6.4(c) and Section 6.4(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member 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)who unexpectedly receives an adjustment, decreased by reasonably expected adjustments, allocations and distributions allocation or distribution described in Treasury Regulation §§ 1.704 Section 1.704-1(b)(2)(ii)(d)(4), (5) and or (6)) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, immediately following including gross income, and gain for the Fiscal Year or other period) in an amount and manner sufficient to eliminate any deficit balance in such allocationMember’s Adjusted Capital Account as quickly as possible. Allocations This Section 6.4(e) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (f) In the event that any Member has a negative Adjusted Capital Account at the end of Losses any Fiscal Year, such Member shall be allocated items of Company income and gain LIMITED LIABILITY COMPANY AGREEMENT BENTHE SHIPCO LLC in the amount of such deficit as quickly as possible; provided that would an allocation pursuant to this Section 6.4(f) shall be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 only if and to the extent not inconsistent with that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 9.3(b). 6.4(f) have been tentatively made as if Section 6.4(e) and this Section 6.4(f) were not in this Agreement. (g) To the extent allocations an adjustment to the adjusted tax basis of Losses cannot any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be made taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members because of this Section 9.3(b), asset) or loss (if the adjustment decreases such allocations basis) and such gain or loss shall be made allocated to the Members in accordance with Treasury Regulation Section 9.21.704-1(b)(2)(iv)(m)(2) if such Section applies, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made or to the Members pursuant Member to this whom such distribution was made if Treasury Regulation Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the amount of such Member’s share of partnership minimum gain (as defined in Regulation §1.704-2(g)(l1(b)(2)(iv)(m)(4) 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)applies.

Regulatory Allocations. Regulatory Allocations shall be made as follows: (a) The Members intend that Except as otherwise provided in Section 1.704-2(f) of the allocations pursuant to Regulations and notwithstanding any other provision of this Section 9.3 1, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be equivalent specially allocated items of Company income and gain for the year (and, if necessary, subsequent years) in an amount equal to allocations that are or are deemed to be the portion of the Member's share of the net decrease in Company Minimum Gain, determined in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ Regulation Section 1.704-1(b2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant to the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6) and 1.704-2, and 2(j)(2) of the Board shall make such changes in the allocations pursuant Regulations. This Section 1.1(a) is intended to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to comply with the minimum gain chargebackschargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith. (b) Notwithstanding Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations and notwithstanding any other provision of this Section 9.21 except Section 1.1(a), no allocation if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member who has a share of Loss the Member Nonrecourse Debt Minimum Gain attributable to the Member Nonrecourse Debt, determined in accordance with Section 1.7042(1)(5) of the Regulations, shall be specially allocated items of Company income and gain for the year (and, if necessary, subsequent years) in an amount equal to the portion of the Member's share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to the Member Nonrecourse Debt, determined in accordance with Regulation Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to a the respective amounts required to be allocated to each Member if it would cause such Member pursuant to have a negative balance the Regulations. The items to be so allocated shall be determined in its “Adjusted Capital Account” (as such term accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 1.1(b) is defined intended to comply with the minimum gain chargeback requirement in clause Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith. (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations an adjustment to the adjusted tax basis of Losses cannot any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulation Section 1.704-1(b)(2)(iv)(m), to be made to any taken into account in determines Capital Accounts, the amount of the Members because of this Section 9.3(b), such allocations adjustment to the Capital Accounts shall be made treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis) and the gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to that Section of the Regulations. (d) Any Member Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member who bears the risk of loss with respect to the loan to which the Member Nonrecourse Deductions are attributable in accordance with Regulation Section 9.2, as applicable, notwithstanding this Section 9.3(b1.704- 2(i)(I). Allocations of Profits following . (e) Nonrecourse Deductions for any allocations of Losses subject to this Section 9.3(b) Fiscal year shall be specially allocated among the Members in a proportion to their Economic Percentages. (f) Except as provided in Section 1.1(a) of this Section 1, in the event that any Member receives an allocation of loss or any distribution which causes the Member to have an Adjusted Capital Account Deficit at the end of the Fiscal Year, then all items of Company income and gain shall be specially allocated to the Member in an amount and manner so sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible. (g) The Regulatory Allocations are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset the either with other Regulatory Allocations or with special allocations of Losses previously made to the Members other items of Company income, gain, loss or deduction pursuant to this Section 9.3(b)1.1. (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. (a) The Members intend that the 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 this Section 9.3 shall the Treasury Regulations promulgated under section 704(b) of the Code (the "Regulatory Allocations"), other than any requirement that a Member be equivalent required to allocations that are or are deemed contribute to be in accordance with the “partners interests Company an amount equal to any deficit in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2, no Member's capital account. No allocation of Loss shall be made to a Member if it the allocation would cause such Member to have result in a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s 's Capital Account at such time increased by the sum in excess 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 the Member has loaned to the Company or (b) the amount of such the Company's debt that the Member has guaranteed. In the event there is a negative balance in the Member’s share 's Capital Account in excess of partner nonrecourse debt minimum the amount(s) set forth above, the Member shall be allocated income and gain (in the amount of that excess as defined quickly as possible. Any Loss that cannot be allocated to a Member pursuant to the restrictions contained in Regulation §1.704-2(i)(5))this paragraph shall be allocated to other Members. The Regulatory Allocations are intended to comply with the Treasury Regulations promulgated under section 704(b) of the Code. The other provisions of this Article V notwithstanding, the Regulatory Allocations shall be taken into account in allocating other Profits, Losses, and decreased by reasonably expected adjustmentsitems of income, gain, and deduction among the Members so that, to the extent possible, the net amount of the allocations of other Profits, Losses, and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) other items and (6)the Regulatory Allocations to each Member shall equal the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred.

Regulatory Allocations. (a) The Members intend that the allocations pursuant to Notwithstanding any other provision of this Section 9.3 Article IV, if there is a net decrease in Company Minimum Gain during any year, each Member shall be equivalent specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount equal to allocations that are or are deemed to be the portion of such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b2(g) and of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with § 1.704-2, and 2(0(6) of the Board shall make such changes in the allocations pursuant Treasury Regulations. This Section 4.5(a) is intended to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to comply with the minimum gain chargebackschargeback requirement in § 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith. (b) Notwithstanding any provision other provisions of this Article IV except Section 9.24.5(a), no allocation if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any year, each Member who has a share of Loss the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with § 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with § 1.704-2(i)(4) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to a the respective amounts required to be allocated to each Member if it pursuant thereto. The items to be so allocated shall be determined in accordance with §1.704-2(0(4) of the Treasury Regulations. This Section 4.5(b) is intended to comply with the minimum gain chargeback requirement in §1.704-2(1) of the Treasury Regulations and shall be interpreted consistently therewith. (c) Nonrecourse Deductions for any year shall be allocated as Net Loss pursuant to Section 4.3. (d) Any Member Nonrecourse Deductions for any year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with § 1.704-2(i)(1) of the Treasury Regulations. (e) Notwithstanding any other provision of this Article IV, no Member shall be allocated in any fiscal year of the Company any Net Loss to the extent such allocation would cause such Member to have or increase a negative deficit balance in its “such Member’s Adjusted Capital Account” (as , taking into account all other allocations to be made for such term is defined in clause (c) below), decreased by year pursuant to this Article IV and the reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), 1.704-1 (5b)(2)(ii)(d) and (6), immediately following of the Treasury Regulations. Any such allocation. Allocations of Losses Net Loss that would be made allocated to a Member but for this Section 9.3(b(the “Deficit Member”) shall instead be allocated to the other Members. Moreover, if a Deficit Member unexpectedly receives an adjustment, allocation or distribution described in § 1.704-1 (b)(2)(ii)(d) of the Treasury Regulations which creates or increases a deficit balance in such Member’s Adjusted Capital Account (computed after all other allocations to be made to other Members for such year pursuant to this Article IV have been tentatively made as if this Section 9.2 4.5(e) were not in this Agreement), such Deficit Member shall be allocated items of income and gain in an amount equal to such deficit balance. This Section 4.5(e) is intended to comply with the qualified income offset requirement of § 1.704-1 (b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. (f) The allocations set forth in Sections 4.5(a) through 4.5(e) (the “Regulatory Allocations”) shall be taken into account in allocating items of income, gain, loss and deduction among the Members so that, to the extent not inconsistent with this Section 9.3(b). To possible, the extent net amount of such allocations of Losses cannot be made other items and the Regulatory Allocations to any of the Members because of this Section 9.3(b), such allocations each Member shall be made equal to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). net amount that would have been allocated to each such Member if the Regulatory Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b)had not occurred. (cg) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum For purposes of (a§ 1.752-3(a)(3) the amount Members’ shares of such Member’s share “excess nonrecourse liabilities” shall equal their respective shares 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)Nonrecourse Deductions.

Regulatory Allocations. The following allocations shall be made in the following order: (a) The Members intend that the allocations pursuant to this Section 9.3 Nonrecourse Deductions shall be equivalent allocated to allocations that are or are deemed to be the Members in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebackstheir respective Percentage Interests. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 6.4(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.4(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 6.4(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 6.4(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 9.26.4(d), no allocation items of Loss income and gain shall be made allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.4(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 6.4(c) and Section 6.4(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member 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)who unexpectedly receives an adjustment, decreased by reasonably expected adjustments, allocations and distributions allocation or distribution described in Treasury Regulation §§ 1.704 Section 1.704-1(b)(2)(ii)(d)(4), (5) and or (6)) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, immediately following including gross income, and gain for the Fiscal Year or other period) in an amount and manner sufficient to eliminate any deficit balance in such allocationMember’s Adjusted Capital Account as quickly as possible. Allocations This Section 6.4(e) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (f) In the event that any Member has a negative Adjusted Capital Account at the end of Losses any Fiscal Year, such Member shall be allocated items of Company income and gain LIMITED LIABILITY COMPANY AGREEMENT ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC in the amount of such deficit as quickly as possible; provided that would an allocation pursuant to this Section 6.4(f) shall be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 only if and to the extent not inconsistent with that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 9.3(b). 6.4(f) have been tentatively made as if Section 6.4(e) and this Section 6.4(f) were not in this Agreement. (g) To the extent allocations an adjustment to the adjusted tax basis of Losses cannot any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be made taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members because of this Section 9.3(b), asset) or loss (if the adjustment decreases such allocations basis) and such gain or loss shall be made allocated to the Members in accordance with Treasury Regulation Section 9.21.704-1(b)(2)(iv)(m)(2) if such Section applies, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made or to the Members pursuant Member to this whom such distribution was made if Treasury Regulation Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the amount of such Member’s share of partnership minimum gain (as defined in Regulation §1.704-2(g)(l1(b)(2)(iv)(m)(4) 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)applies.

Regulatory Allocations. (a) Notwithstanding any of the foregoing provisions of Section 8.1 to the contrary: (i) If during any fiscal year of the Company there is a net increase in Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to Member Nonrecourse Deductions, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such year equal to such Member's share of Member Nonrecourse Deductions, as determined in accordance with applicable Treasury regulations. (ii) If for any fiscal year of the Company there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities, each Member shall be allocated items of Company income and gain for such year equal to such Member's share of such net decrease, as determined in accordance with applicable Regulations. (iii) If for any fiscal year of the Company there is a net decrease in Minimum Gain attributable to a Member Nonrecourse Debt, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company income and gain for such year equal to such Member's share of such net decrease, as determined in accordance with applicable Regulations. (b) The Losses allocated pursuant to this Article 8 shall not exceed the maximum amount of Losses that can be allocated to a Member without causing or increasing a deficit balance in the Member's Adjusted Capital Account. All Losses in excess of the limitations set forth in this Section 8.2(b) shall be allocated to Members intend with positive Adjusted Capital Account balances remaining at such time in proportion to such balances. (c) In the event that a Member unexpectedly receives any adjustment, allocation or distribution described in Treasury regulations section 1.704-1(b)(2)(ii)(d)(4)-(6) that causes or increases a deficit balance in such Member's Adjusted Capital Account, items of Company income and gain shall be allocated to that Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible. (d) The allocations set forth in subsections (b), (c), and (d) (collectively, the "Regulatory Allocations") are intended to comply with certain requirements of the Treasury regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 9.3 shall be equivalent to allocations that are or are deemed to be in accordance with 8.1(d). Therefore, notwithstanding any other provisions of this Article 8 (other than the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2Regulatory Allocations), and the Board shall make such changes offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member's Adjusted Capital Account balance is, to the allocations extent possible, equal to the Adjusted Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to the remaining sections of this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacksArticle 8. (be) Notwithstanding any provision of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in In accordance with Section 9.2704(c) of the Internal Revenue Code and the Treasury regulations thereunder, as applicableincome and deductions with respect to any property contributed to or revalued by the Company shall, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall solely for federal income tax purposes, be allocated among the Members in a manner so as to offset take into account any variation between the allocations adjusted tax basis of Losses previously made such property to the Company and its fair market value at the time of contribution or revaluation. In making such allocations, the Board shall use the remedial allocation method unless the Members pursuant agree to this Section 9.3(b)the contrary. (cf) A Member’s “Adjusted Capital Account” at Except as otherwise provided in Section 8.2, if a Membership Interest is transferred during any time shall mean Fiscal Year (whether by Transfer or liquidation of a Membership Interest, or otherwise), the books of the Company will be closed as of the effective date of Transfer. The Profits or Losses attributed to the period from the first day of such Member’s Capital Account at Fiscal Year through the effective date of Transfer will be allocated to the Transferor, and the Profits or Losses attributed to the period commencing on the effective date of Transfer will be allocated to the Transferee. In lieu of an interim closing of the books of the Company and with the agreement of the Transferor and Transferee, the Company may agree to allocate Profits and Losses for such time increased Fiscal Year between the Transferor and Transferee based on a daily proration of items for such Fiscal Year or any other reasonable method of allocation (including an allocation of extraordinary Company items, as determined by the sum of (a) the amount of Company, based on when 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6items are recognized for federal income tax purposes).

Regulatory Allocations. (a) The Members intend that Losses attributable to partner nonrecourse debt (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated in the allocations manner required by Treasury Regulation Section 1.704-2(i). If there is a net decrease during a Taxable Year in partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(3)), Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to each Member in the amount equal to such Member’s respective share of the net decrease in partner nonrecourse debt minimum gain as determined according to Treasury Regulation Section 1.704-2(i)(4). Allocations pursuant to this Section 9.3 the previous sentence shall be equivalent made in proportion to allocations that are or are deemed the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ Treasury Regulation Sections 1.704-1(b2(i)(4) and 1.704-2, and the Board shall make such changes in the allocations pursuant 2(j)(2). This Section 5.03(a) is intended to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to comply with the minimum gain chargebacks22 chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted in a manner consistently therewith. (b) Notwithstanding Except as otherwise provided in Treasury Regulations Section 1.704-2(f), notwithstanding the provisions of Section 5.03, or any other provision of this Article V, if there is a net decrease in the partnership minimum gain (as defined in Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d)) during any Taxable Year, each Member shall be allocated Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) in an amount equal to such Member's share of the net decrease in partnership minimum gain, determined in accordance with Treasury Regulation Section 9.2, no allocation of Loss 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(f)(6) and 1.704-2(j)(2). Allocations pursuant to the previous sentence shall be made in proportion to a the respective amounts required to be allocated to each Member if it would cause such Member pursuant thereto. This Section 5.03(b) is intended to have a negative balance comply with the minimum gain chargeback requirement in its “Adjusted Capital Account” (as such term is defined in clause Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (c) belowNonrecourse deductions (as defined in Treasury Regulation Sections 1.704-2(b)(1) and 1.704-2(c)) for any Taxable Year shall be allocated pro rata among the Members in accordance with their Percentage Interests. Any partner nonrecourse deductions (as defined in Treasury Regulation Section 1.704-2(i)(1) and 1.704-2(i)(2)) for any Taxable Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member nonrecourse debt to which such Member nonrecourse deductions are attributable in accordance with Regulations Section 1.704-2(i)(1). (d) If any Member unexpectedly receives an adjustment, decreased by reasonably expected adjustments, allocations and distributions allocation or distribution described in Treasury Regulation §§ 1.704 Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6), immediately following Profits shall be allocated in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(d), to such allocationMember in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 5.03(d) shall be made if and only to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided in this Article V have been tentatively made as if this Section 5.03(b) were not in the Agreement. Allocations This Section 5.03(d) is intended to comply with the qualified income offset requirement in Treasury Regulation Section 1.704-1(b) (2)(ii)(d) and shall be interpreted in a manner consistent therewith. (e) In the event any Member has a deficit Capital Account at the end of any Taxable Year that is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) the Member’s restoration obligations (if any) described in Treasury Regulation Section 1.704-1(b)(2)(ii)(c), each such Member shall be allocated items of Profits in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.03(e) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been made as if Section 5.03(d) and this Section 5.03(e) were not in the Agreement. (f) To the extent that any allocation of Losses that would cause or increase an Adjusted Capital Account Deficit as to any Member, such allocation of Losses shall be made reallocated among the other Members in accordance with their respective Percentage Interests, subject to the limitations of this Section 5.03(f). (g) To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Section 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member but for this Section 9.3(b) in complete liquidation of such Member's 23 interest in the Company, the amount of such adjustment to Capital Accounts shall instead be made to other Members pursuant to Section 9.2 to treated as an item of gain (if the extent not inconsistent with this Section 9.3(b). To adjustment increases the extent allocations of Losses cannot be made to any basis of the Members because of this Section 9.3(b), asset) or loss (if the adjustment decreases such allocations basis) and such gain or loss shall be made allocated to the Members in accordance with their respective Percentage Interests in the event Treasury Regulation Section 9.21.704-1(b)(2)(iv)(m)(2) applies, as applicableor to the Member to whom such distribution was made in the event Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (h) The allocations set forth in Section 5.03(a) through and including Section 5.03(g) (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profits and Losses of the Company or make Distributions. Accordingly, notwithstanding the other provisions of this Section 9.3(b). Allocations of Profits following any allocations of Losses Article V, but subject to this Section 9.3(b) the Regulatory Allocations, income, gain, deduction and loss shall be allocated reallocated among the Members in a manner so as to offset eliminate the allocations effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Members to be in the amounts (or as close thereto as possible) they would have been if Profits and Losses previously made (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members pursuant to anticipate that this Section 9.3(b). will be accomplished by specially allocating other Profits and Losses (cand such other items of income, gain, deduction and loss) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by among the sum of (a) Members so that the net amount of the Regulatory Allocations and such Member’s share of special allocations to each such Member is zero. In addition, if in any Taxable Year or Fiscal Period there is a decrease in partnership minimum gain (as defined gain, or 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))gain, and decreased by reasonably expected adjustmentsapplication of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Members, allocations and distributions described the Members may, if they do not expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be applied in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)such instance as if it did not contain such minimum gain chargeback requirement.

Regulatory Allocations. 3.5.2.1. Notwithstanding any other provision of this Agreement, (ai) The Members intend that “partner nonrecourse deductions” (as defined in Treasury Regulation Section 1.704-2(i)), if any, of the allocations pursuant to this Section 9.3 Company shall be equivalent allocated for each period to allocations the Member that are or are deemed to be in accordance with bears the “partners interests in the partnership” economic risk of loss within the meaning of Regulations §§ Treasury Regulation Section 1.704-1(b2(i) and (ii) “nonrecourse deductions” (as defined in Treasury Regulation Section 1.704-22(b)) and “excess nonrecourse liabilities” (as defined in Treasury Regulation Section 1.752-3(a)), if any, of the Company shall be allocated to the Members pro rata in accordance with their respective Membership Interests. 3.5.2.2. This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the Board meaning of the Treasury Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of this Agreement, items of gross income shall make such changes be allocated to the Members on a priority basis to the extent and in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of manner required by such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacksprovisions. (b) Notwithstanding any provision 3.5.2.3. To the extent that Net Loss or items of Section 9.2, no allocation of Loss shall be made loss or deduction otherwise allocable to a Member if it hereunder would cause such Member to have a negative balance in its “an Adjusted Capital Account” (Account Deficit as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because end of this Section 9.3(bthe 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 allocations Net Loss, or items of loss or deduction, shall not be allocated to such Member and instead shall be made allocated to the Members in accordance with Section 9.23.5.1 as if such Member were not a Member. 3.5.2.4. If any 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 Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of income and gain in the amount of such excess as applicablequickly as possible, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject provided that an allocation pursuant to this Section 9.3(b3.5.2.4 shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Section 3.5 have been made as if Section 3.5.2.3 and this Section 3.5.2.4 were not in this Agreement. 3.5.2.5. Any allocations required to be made pursuant to Section 3.5.2.1 through 3.5.2.4 (the “Regulatory Allocations”) (other than allocations, the effects of which are likely to be offset in the future by other special allocations) shall be taken into account, to the extent permitted by the Treasury Regulations, in computing subsequent allocations of income, gain, loss or deduction pursuant to Section 3.5.1 so that the net amount of any items so allocated and all other items allocated to each Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 3.5.1 had such Regulatory Allocations under this Section 3.5.2 not occurred. 3.5.2.6. It is intended that prior to a distribution of the proceeds from a liquidation of the Company pursuant to Section 7.3.3, the positive Capital Account balance of each Member shall be equal to the amount that such Member is entitled to receive pursuant to Section 7.3.3. Accordingly, notwithstanding anything to the contrary in this Section 3.5, to the extent permissible under Sections 704(b) of the Code and the Treasury Regulations thereunder, Net Profit and Net Loss and, if necessary, items of gross income and gross deductions, of the Company for the year of liquidation of the Company (or, if earlier, the year in which all or substantially all of the Company’s assets are sold, transferred or disposed of) shall be allocated among the Members in a manner so as to offset bring the allocations positive Capital Account balance of Losses previously made each Member as close as possible to the Members pursuant to this amount that such Member would receive if the Company were liquidated and all the proceeds were distributed in accordance with Section 9.3(b)7.3.3. (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. The following allocations shall be made in the following (a) The Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members intend that under this Section 6.5(a)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the allocations net decrease in such Minimum Gain (as determined pursuant to this Treasury Regulation Section 9.3 1.704-2(g)(2)). This Section 6.5(a) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be equivalent to allocations that are or are deemed to be in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacksinterpreted consistently therewith. (b) Notwithstanding any provision hereof to the contrary except Section 6.5(a) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 9.26.5(b)), no allocation items of Loss income and gain shall be made allocated to a each Member if it would cause in an amount equal to such Member’s share of the net decrease in Member to have a negative balance in its “Adjusted Capital Account” Nonrecourse Debt Minimum Gain (as such term determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.5(b) is defined in clause intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704- 2(i)(4) and shall be interpreted consistently therewith. (c) belowMember Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, decreased by reasonably expected adjustments, allocations and distributions described the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 6.5(c) is intended to comply with the provisions of Treasury Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5Section 1.704- 2(i) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made interpreted consistently therewith. (d) Nonrecourse Deductions shall be allocated to the Members in accordance with Section 9.2the relative number of Class A Units, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b)Class B Units and In-the-Money Incentive Units held thereby. (ce) A Member’s “Adjusted Capital Account” at Notwithstanding any time shall mean such Member’s Capital Account at such time increased by provision hereof to the sum of contrary except Section 6.5(a) and Section 6.5(b) (a) the amount of such Member’s share of partnership minimum gain (as defined dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation §Section 1.704-2(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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4l(b)(2)(ii)(d)(4), (5) and or (6)) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible. This Section 6.5(e) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704- 1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (f) In the event that any Member has a negative Adjusted Capital Account at the end of any Fiscal Year, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.5(f) shall be made only if and to the extent that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 6.5 have been tentatively made as if this Section 6.5(f) were not in this Agreement. (g) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

Regulatory Allocations. (a) Minimum Gain Chargeback. Notwithstanding any other provision of this Agreement (except as provided in Section 7.3(b) below), if there is a net decrease in Minimum Gain for a Partnership taxable year, each Partner shall be allocated, before any other allocation of Partnership items for such taxable year, items of gross income and gain for such year (and, if necessary, for subsequent years) in proportion to, and to the extent of, the amount of such Partner's share of the net decrease in Minimum Gain during such year. The Members intend that the allocations income allocated pursuant to this Section 9.3 7.3(a) in any taxable year shall be equivalent consist first of gains recognized from the disposition of property subject to allocations that are one or are deemed to be in accordance with more nonrecourse liabilities of the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2Partnership, and any remainder shall consist of a pro rata portion of other items of income or gain of the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacksPartnership. (b) Notwithstanding any provision of Exceptions to Section 9.2, no 7.3(a). The allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members otherwise required pursuant to Section 9.2 7.3(a) shall not apply to a Partner to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of that: (a) the amount of such Member’s Partner's share of partnership minimum gain the net decrease in Minimum Gain is caused by a guarantee, refinancing or other change in the instrument evidencing a nonrecourse debt of the Partnership which causes such debt to become a partially or wholly recourse debt or a Partner Nonrecourse Debt, and such Partner bears the economic risk of loss (as defined in within the meaning of Treasury Regulation §1.704Section 1.752-2(g)(l2) and (3)) and for such changed debt; (b) such Partner's share of the amount net decrease in Minimum Gain results from the repayment of a nonrecourse liability of the Partnership, which repayment is made using funds contributed by such Partner to the capital of the Partnership; (iii) the IRS, pursuant to Treasury Regulation Section 1.704-2(f)(4), waives the requirement of such Member’s share allocation in response to a request for such waiver made by the General Partner on behalf of partner nonrecourse debt minimum gain the Partnership (as defined which request the General Partner may or may not make, in its sole discretion, if it deter mines that the Partnership would be eligible therefor); or (iv) additional exceptions to the requirement of such allocation are established by revenue rulings issued by the IRS pursuant to Treasury Regulation §Section 1.704-2(i)(5)2(f)(5), and decreased which exceptions apply to such Partner, as determined by reasonably expected adjustments, allocations and distributions described the General Partner in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)its sole discretion.

Regulatory Allocations. (a) The Members intend that Notwithstanding the foregoing provisions of this Article 10, the following special allocations pursuant to this Section 9.3 shall be equivalent made in the following order of priority: 10.2.1 If there is a net decrease in Company Minimum Gain during a Company taxable year, then, to allocations that are or are deemed the extent required by Regulations Section 1.704-2(f), each Member shall be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to be such Member's share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)(2). This Section 10.2.1 is intended to comply with the “partners interests minimum gain chargeback requirement of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. 10.2.2 If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the partnership” Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall, to the extent required by Regulations Section 1.704-2(i)(4), be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in an amount equal to such Member's share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of Regulations Section 1.704-2(g)(2). This Section 10.2.2 is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. 10.2.3 If any Member unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), and after receiving such adjustment, allocation, or distribution, such Member has an Adjusted Capital Account Deficit, items of income and gain shall be allocated to all such Members (in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member as quickly as possible. This Section 10.2.3 is intended to constitute a "qualified income offset" within the meaning of Regulations §§ Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. 10.2.4 If the allocation of Net Loss to a Member as provided in Section 10.1 would create or increase an Adjusted Capital Account Deficit for such Member, there shall be allocated to such Member only that amount of Net Loss as will not create or increase an Adjusted Capital Account Deficit. The Net Loss that would, absent the 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 10.2.4. If, after the allocation of Net Loss pursuant to the preceding two sentences, no additional amount of Net Loss can be allocated to any Member without creating or increasing an Adjusted Capital Account Deficit for such Member, then Net Loss shall be allocated to the Members in accordance with their relative Percentage Interests. This Section 10.2.4 is intended to implement the alternate test for economic effect set forth in Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. **** Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. Material filed separately with the Securities and Exchange Commission. 10.2.5 To the extent that an adjustment to the adjusted tax basis of any Company Asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. 10.2.6 The Nonrecourse Deductions for each taxable year of the Company shall be allocated to the Members in proportion to their Percentage Interests. 10.2.7 The Member Nonrecourse Deductions shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of Regulations Section 1.752-2) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. 10.2.8 The allocations set forth in Sections 10.2.1, 10.2.2, 10.2.3, 10.2.4, 10.2.5, 10.2.6 and 10.2.7 (the "Regulatory Allocations") are intended to comply with certain requirements of Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding the provisions of Section 10.1.2, and the Regulatory Allocations shall be taken into account by the Board shall make such changes of Managers in specially allocating other items of income, gain, loss and deduction among the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such RegulationsMembers so that, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To possible, the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the net amount of such Member’s share allocations of partnership minimum gain (as defined in Regulation §1.704-2(g)(l) other items and (3)) the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to each such Member if the Regulatory Allocations had not occurred. In exercising its discretion under this Section 10.2.8, the Board of Managers shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. **** Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. Material filed separately with the Securities 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)Exchange Commission.

Regulatory Allocations. (a) The Members intend that the following special allocations pursuant to this Section 9.3 shall be equivalent to allocations that are made in the following order: (i) Notwithstanding any other provision of Article VI except Section 6.5(a)(ii), if there is a net decrease in "partnership minimum gain" or are deemed to "partner nonrecourse debt minimum gain" (as defined in applicable Regulations under Code Section (704) for any Fiscal Year, then items of Partnership income and gain for such year (and, if necessary, subsequent years) shall be specially allocated among the Partners in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation . This Section 6.5(b)(i) is intended to comply with the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the "minimum gain chargebackschargeback" and "partner nonrecourse debt minimum gain chargeback" requirements of such Regulations and shall be interpreted consistently therewith. (bii) Notwithstanding If any provision of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected Partner unexpectedly receives any adjustments, allocations and or distributions described in Regulation §§ 1.704 Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and or (6), immediately following items of Partnership income and gain shall be specially allocated to such allocationPartner in accordance with the requirements of Regulation Section 1.704-1(b)(2)(ii)(d). Allocations This Section 6.5(b)(i) is intended to comply with the "qualified income offset" provision of Losses that would such Regulations and shall be made to a Member but for this Section 9.3(binterpreted consistently therewith. (iii) shall instead be made to other Members pursuant to Section 9.2 If and to the extent not inconsistent with this required by applicable Regulations under Section 9.3(b). To 704 and computed after giving effect to such allocation to the extent allocations of Losses cannot be made to any Limited Partner of the Members because Code, any "nonrecourse deductions" or "partner nonrecourse deductions" (within the meaning of this Section 9.3(b), such allocations Regulations) shall be made to the Members specially allocated in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations the requirements of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b)such Regulations. (civ) A Member’s “Adjusted Capital Account” at If for any time shall mean Fiscal Year the Partnership has a Net Loss and the allocation of such Member’s Net Loss would otherwise give rise to a negative Capital Account at such time increased by the sum of (a) the amount balance for any Limited Partner in excess of such Member’s Limited Partner's share of "partnership minimum gain gain" (as defined in Regulation §1.704-2(g)(l) and (3applicable regulations under Code Section 704)) and (b) the amount , then that portion of such Member’s share of partner nonrecourse debt minimum gain (as defined in Regulation §1.704-2(i)(5))excess, and decreased by reasonably expected adjustmentsto the extent otherwise allocable to any such Limited Partner, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)shall be allocated entirely to the General Partner.

Regulatory Allocations. (a) The Members intend that Notwithstanding the foregoing provisions of this Article 5, the following special allocations pursuant to this Section 9.3 shall be equivalent made in the following order of priority: 5.2.1 If there is a net decrease in Company Minimum Gain during a Company taxable year, then each Member shall be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to allocations that are or are deemed to be such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)(2). This Section 5.2.1 is intended to comply with the minimum gain chargeback requirement of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. 5.2.2 If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of Regulations Section 1.704-2(g)(2). This Section 5.2.2 is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. 5.2.3 If any Member unexpectedly receives an adjustment, allocation, or Distribution of the type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be allocated to all such Members (in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member as quickly as possible. It is intended that this Section 5.2.3 qualify and be construed as a “partners interests in the partnershipqualified income offset” within the meaning of Regulations §§ Section 1.704-1(b)(2)(ii)(d). 5.2.4 If the allocation of Net Loss (or items of loss or deduction) to a Member as provided in Section 5.1 hereof would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Net Loss as will not create or increase an Adjusted Capital Account Deficit. The Net Loss that would, absent the 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 5.2.4. 5.2.5 To the extent that an adjustment to the adjusted tax basis of any Company Asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a Distribution to a Member in complete liquidation of its Interest, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such Distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. 5.2.6 The Nonrecourse Deductions for each taxable year of the Company shall be allocated to the Members in accordance with their respective Percentage Interests. 5.2.7 The Member Nonrecourse Deductions shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of Regulations Section 1.752-2) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. 5.2.8 The allocations set forth in Sections 5.2.1, 5.2.2, 5.2.3, 5.2.4, 5.2.5, 5.2.6 and 5.2.7 hereof (the “Regulatory Allocations”) are intended to comply with certain requirements of Regulations Sections 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation 2(i). Notwithstanding the provisions related to qualified income offsetsof Sections 5.1.2 and 5.1.3, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2, no allocation of Loss Regulatory Allocations shall be made to a Member if it would cause such Member to have a negative balance taken into account in its “Adjusted Capital Account” (as such term is defined in clause (c) below)allocating other items of income, decreased by reasonably expected adjustmentsgain, allocations loss and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4)deduction among the Members so that, (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To possible, the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the net amount of such Member’s share allocations of partnership minimum gain (as defined in Regulation §1.704-2(g)(l) other items and (3)) and (b) the Regulatory Allocations to each Member shall be equal to the net amount of that would have been allocated to each 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)Member if the Regulatory Allocations had not occurred.

Regulatory Allocations. The following allocations shall be made in the following order: (a) The Members intend that the allocations pursuant to this Section 9.3 Nonrecourse Deductions shall be equivalent allocated to allocations that are or are deemed to be the Members in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebackstheir respective Percentage Interests. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 6.4(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.4(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 6.4(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 6.4(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 9.26.4(d), no allocation items of Loss income and gain shall be made allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.4(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 6.4(c) and Section 6.4(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member 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)who unexpectedly receives an adjustment, decreased by reasonably expected adjustments, allocations and distributions allocation or distribution described in Treasury Regulation §§ 1.704 Section 1.704-1(b)(2)(ii)(d)(4), (5) and or (6)) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, immediately following including gross income, and gain for the Fiscal Year or other period) in an amount and manner sufficient to eliminate any deficit balance in such allocationMember’s Adjusted Capital Account as quickly as possible. Allocations This Section 6.4(e) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (f) In the event that any Member has a negative Adjusted Capital Account at the end of Losses any Fiscal Year, such Member shall be allocated items of Company income and gain LIMITED LIABILITY COMPANY AGREEMENT ▇▇▇▇▇ ▇▇▇▇▇▇ LLC in the amount of such deficit as quickly as possible; provided that would an allocation pursuant to this Section 6.4(f) shall be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 only if and to the extent not inconsistent with that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 9.3(b). 6.4(f) have been tentatively made as if Section 6.4(e) and this Section 6.4(f) were not in this Agreement. (g) To the extent allocations an adjustment to the adjusted tax basis of Losses cannot any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be made taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members because of this Section 9.3(b), asset) or loss (if the adjustment decreases such allocations basis) and such gain or loss shall be made allocated to the Members in accordance with Treasury Regulation Section 9.21.704-1(b)(2)(iv)(m)(2) if such Section applies, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made or to the Members pursuant Member to this whom such distribution was made if Treasury Regulation Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the amount of such Member’s share of partnership minimum gain (as defined in Regulation §1.704-2(g)(l1(b)(2)(iv)(m)(4) 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)applies.

Regulatory Allocations. (a) The Members intend that In order to comply with the allocations pursuant "qualified income offset" requirement of the Regulations under Code Section 704(b), and notwithstanding any other provision of this Agreement to this the contrary, except Section 9.3 10.2(b), in the event a Member for any reason (whether or not expected) has an Adjusted Capital Account Deficit, items of Net Income (consisting of a pro rata portion of the items thereof) shall be equivalent allocated to allocations that are or are deemed such Member in an amount and manner sufficient to be in accordance with eliminate as quickly as possible the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacksAdjusted Capital Account Deficit. (b) Notwithstanding 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 Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 Agreement to the extent not inconsistent with this Section 9.3(b). To contrary, in the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members event there is a net decrease in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the amount of such Member’s 's share of partnership Company minimum gain (as defined in Regulation §1.704-2(g)(l) and (3Section 1.704- 2(d)(1)) and (b) the amount of such Member’s share of partner and/or Member nonrecourse debt minimum gain (as defined in Regulation §Section 1.704-2(i)(52(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 required by and in accordance with Regulation Section 1.704-2(f)(1) and Section 1.704-2(i)(4) before any other allocation is made. (c) All items of deduction and loss that, pursuant to Regulation Section 1.704-2(i), and decreased 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)) bears the economic risk of loss (within the meaning of Regulation Section 1.752-2), shall be allocated to such Member as required by reasonably expected adjustments, allocations and distributions described Regulation Section 1.704-2(c). Nonrecourse deductions (as defined in Regulation §§ 1.704 1(b)(2)(ii)(d)(4Section 1.704-2(b)(3), (5) and (6)for any Fiscal Year shall be allocated to the Members in the same proportion as Losses are allocated to the Members for such Fiscal Year.

Regulatory Allocations. The following special allocations shall be made in the following order: (a) The Members intend that Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the allocations Regulations, in the event there is a net decrease in Partnership Minimum Gain during a Partnership taxable year, each Partner shall be allocated (before any other allocation is made pursuant to this Section 9.3 5.2 hereof) items of income and gain for such year (and, if necessary, for subsequent years) equal to that Partner's share of the net decrease in Partnership Minimum Gain. (i) The determination of a Partner's share of the net decrease in Partnership Minimum Gain shall be equivalent to allocations that are or are deemed to be determined in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ Section 1.704-1(b2(g) and of the Regulations. (ii) The items to be specially allocated to the Partners in accordance with this Section 5.3(a) shall be determined in accordance with Section 1.704-2, 2(f)(6) of the Regulations. (iii) This Section 5.3(a) is intended to comply with the Partnership Minimum Gain chargeback requirement set forth in Section 1.704-2(f) of the Regulations and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacksbe interpreted consistently therewith. (b) Notwithstanding any provision Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of Section 9.2the Regulations, no allocation in the event there is a net decrease in Partner Nonrecourse Debt Minimum Gain during a Partnership taxable year, each Partner who has a share of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (that Partner Nonrecourse Debt Minimum Gain as such term is defined in clause (c) below)of the beginning of the year, decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this required by Section 9.3(b). To the extent allocations of Losses cannot be made to any 1.704-2(i)(4) of the Members because of this Section 9.3(b), such allocations Regulations shall be made specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) equal to the Members Partner's share of the net decrease in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b)Partner Nonrecourse Debt Minimum Gain. Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c5.3(b) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by be made in accordance with the sum of (a) the amount of such Member’s share of partnership minimum gain (as defined in Regulation §Section 1.704-2(g)(l2(i)(4) and (3)of the Regulations. This Section 5.3(b) and (b) is intended to comply with the amount of such Member’s share of partner nonrecourse debt minimum gain (as defined requirement set forth in Regulation §Section 1.704-2(i)(5)), 2(i)(4) of the Regulations and decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)shall be interpreted consistently therewith.

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) The Members intend that the allocations pursuant Regulations”) either to this Section 9.3 shall be equivalent to allocations that are have substantial economic effect or are deemed to be in accordance with the “partners Members’ interests in the partnership” within Company. To the meaning extent necessary to comply with the foregoing, in lieu of Regulations §§ 1.704-1(b) and 1.704-2the allocations set forth in Section 5.2, and above, the Board of Managers shall make cause the Company’s income, gain, profit, deductions, losses, or expenses, or any items thereof, to be reallocated among the Members in such changes in manner as the allocations pursuant Board of Managers determines to this Section 9.3 as it believes are reasonably necessary to meet be fair and appropriate and consistent with the requirements provisions of such the 704(b) Regulations, including, without limitation the provisions related to qualified income offsetslimitation, the allocations provision of partner non recourse debt and to Regulations Section 1.704-2(f) (the minimum gain chargebackschargeback rules), Section 1.704-2(i)(4) (member nonrecourse debt minimum gain chargeback rules) and Section 1.704-1(b)(2)(ii)(d) (the qualified income offset rules), each of which is hereby incorporated by this reference. (b) Notwithstanding any provision 5.3.2 If the Board of Section 9.2, no allocation of Loss shall be made to Managers determines that a Member if it Member’s Capital Account balance would cause such Member to otherwise have a negative deficit 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 exceeds the maximum deficit balance that would be permitted under the 704(b) Regulations, special allocations of the Company’s income, gain, profit (or items thereof) may be made, in the discretion of the Board of Managers, to such 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 to a Member but for under this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to 5.3 (the extent not inconsistent with this Section 9.3(b“Regulatory Allocations”). To , the extent Board of Managers may take such Regulatory Allocations into account in making subsequent allocations of Losses cannot be made to any of the Members because of this Section 9.3(bCompany’s income, gain, profit, losses, deductions, and expenses (or items thereof), and may make such further special allocations shall as may be made to necessary or appropriate, in the Members in accordance with Section 9.2Board of Managers’ discretion, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset prevent the allocations of Losses previously made Regulatory Allocations from distorting the manner in which the Company distributions are intended to be divided among the Members pursuant to this Section 9.3(b)Agreement. (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. (a) The Members intend that In the event any Partner unexpectedly receives any adjustments, allocations pursuant to this Section 9.3 or distributions described in 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) of the Treasury Regulations, items of income (including gross income) and gain shall be equivalent specially allocated to allocations that are such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Capital Account (in excess of (i) the amount such Partner is obligated to restore upon liquidation of the Tax Partnership or are deemed to be in accordance with the “partners interests upon liquidation of such Partner’s interest in the partnership” within Tax Partnership and (ii) such Partner’s share of the meaning of Regulations §§ Minimum Gain (as defined in Section 1.704-1(b2 of the Treasury Regulations)) created by such adjustments, allocations or distributions as quickly as possible. Additionally, there are hereby incorporated herein such special allocation provisions governing the allocation of income, deduction, gain, and loss for U.S. federal income tax purposes as may be necessary under, and in the manner required by, the Treasury Regulations to ensure that this Schedule 16.3 complies with all requirements of Section 1.704-2, 2 of the Treasury Regulations relating to “minimum gain” and “partner nonrecourse debt minimum gain” and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements allocation and chargeback of such Regulationsso-called “nonrecourse deductions” and “partner nonrecourse deductions”, including, without limitation the provisions related to including a “qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacksoffset”. (b) Notwithstanding any provision of Section 9.2, no If the allocation of Net Loss (or items of loss or deduction) to a Partner as provided in Section 1.6 of this Schedule 16.3 would create or increase an Adjusted Capital Account deficit, then there shall be made allocated to a Member if it would cause such Member to have a negative balance in its “Partner only that amount of Net Loss (or items of loss or deduction) as will not create or increase an Adjusted Capital Account” Account deficit. The Net Loss (as or items of loss or deduction) that would, absent the application of the preceding sentence, otherwise be allocated to 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 Partner shall be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 allocated to the extent not inconsistent with this Section 9.3(b). To other Partner, subject to the extent allocations of Losses cannot be made to any of the Members because limitations of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b1.7(b). (c) A Member’s “Adjusted Capital Account” at any time Any special allocations pursuant to Section 1.7(a) or Section 1.7(b) shall mean such Member’s Capital Account at such time increased be taken into account by the sum of (a) Partners in computing subsequent Book allocations under the Agreement so that the net amount of the Book items allocated to each Partner shall, to the extent permitted under the Tax Code and Treasury Regulations, be equal to the net amount that would have been allocated to each Partner if 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, special allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)had not occurred.

Regulatory Allocations. (a) The Members intend that Notwithstanding the foregoing provisions of this Article 5, the following special allocations pursuant to this Section 9.3 shall be equivalent made in the following order of priority: 5.2.1 If there is a net decrease in Company Minimum Gain during a Company taxable year, then each Member shall be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to allocations that are or are deemed to be such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)(2). This Section 5.2.1 is intended to comply with the “partners interests minimum gain chargeback requirement of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. 5.2.2 If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of Regulations Section 1.704-2(g)(2). This Section 5.2.2 is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. 5.2.3 If any Member unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be allocated to all such Members (in proportion to the deficit amounts of their respective Adjusted Capital Accounts) in an amount and manner sufficient to eliminate the deficit balance in the partnershipAdjusted Capital Account of such Member as quickly as possible. It is intended that this Section 5.2.3 qualify and be construed as a “qualified income offset” within the meaning of Regulations §§ Section 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks1(b)(2)(ii)(d). (b) Notwithstanding any provision of Section 9.2, no 5.2.4 If the allocation of Net Loss shall be made to a Member if it as provided in Section 5.1 hereof would cause such Member to have create or increase a negative deficit balance in its “Adjusted Capital Account” (, there shall be allocated to such Member only that amount of Net Loss as will not create or increase any such term deficit balance. The Net Loss 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 5.2.4. 5.2.5 To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is defined in clause (crequired, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) belowor Regulations Section 1.704-1(b)(2)(iv)(m)(4), decreased by reasonably expected adjustments, allocations and distributions described to be taken into account in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations determining Capital Accounts as the result of Losses that would be made a distribution to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 in complete liquidation of its Interest in the Company, the amount of such adjustment to the extent not inconsistent with this Section 9.3(b). To Capital Accounts shall be treated as an item of gain (if the extent allocations of Losses cannot be made to any adjustment increases the basis of the Members because of this Section 9.3(basset) or loss (if the adjustment decreases such basis), and such allocations gain or loss shall be made specially allocated to the Members in accordance with their interests in the Company in the event that Regulations Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the amount of such Member’s share of partnership minimum gain (as defined in Regulation §1.704-2(g)(l) and (31(b)(2)(iv)(m)) 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. (aA) The Members intend that Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Treasury Regulations Section 1.704 2(i)), if any, of the allocations pursuant to this Section 9.3 Company shall be equivalent allocated for each period to allocations the Member that are or are deemed to be in accordance with bears the “partners interests in the partnership” economic risk of loss within the meaning of Treasury Regulations §§ Section 1.704-1(b2(i), and (ii) “nonrecourse deductions” (as defined in Treasury Regulations Section 1.704-2(b)) and 1.704“excess nonrecourse liabilities” (as defined in Treasury Regulations Section 1.752-23(a)), and if any, of the Board Company shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and be allocated to the minimum gain chargebacksMembers in proportion to their respective Interests. (bB) Notwithstanding This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of Treasury Regulations under Section 704(b) of the Code. Accordingly, notwithstanding any other provision of Section 9.2this Agreement, no allocation items of Loss gross income shall be made allocated to the Members on a priority basis to the extent and in the manner required by such provisions. (C) To the extent that Net Losses or items of loss or deduction otherwise allocable to a Member if it hereunder would cause such Member to have a negative balance in its “an Adjusted Capital Account” (Account Deficit as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because end of this Section 9.3(bthe taxable year to which such Net Losses, or items of loss or deduction, relate (after taking into account the allocation of all items of income and gain for such taxable period), such allocations Net Losses, or items of loss or deduction, shall not be allocated to such Member and instead shall be made allocated to the Members in accordance with Section 9.22.1 of this Appendix A as if such Member were not a Member. (D) Any allocations required to be made pursuant to Section 2.2(a) through Section 2.2(c) of this Appendix A (the “Regulatory Allocations”) (other than allocations, as applicable, notwithstanding this Section 9.3(b). Allocations the effects of Profits following any allocations of Losses subject which are likely to this Section 9.3(bbe offset in the future by other special allocations) shall be allocated among taken into account, to the Members extent permitted by the Treasury Regulations, in a manner so as to offset the computing subsequent allocations of Losses previously made income, gain, loss or deduction pursuant to Section 2.1 of this Appendix A so that the net amount of any items so allocated and all other items allocated to each Member shall, to the Members extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 2.1 of this Appendix A had such Regulatory Allocations under this Section 9.3(b)2.2 of this Appendix A not occurred. (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. (a) The Members intend acknowledge and agree that it is their intent that the allocations pursuant to this Section 9.3 shall be equivalent to allocations that are or are deemed to be in accordance with the “partners interests in the partnership” within the meaning Fund allocate all items of Regulations §§ 1.704-1(b) Profits, Losses, income, gain, loss and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made deduction to the Members in accordance with Section 9.25.1 to the extent such allocations are consistent with the provisions of Code section 704(b). The Members acknowledge that the Fund intends to determine and allocate each Member’s distributive interest of income, as applicablegain, notwithstanding loss, deduction, or credit (or item thereof) consistently with the provisions of Code section 704(b). Accordingly, prior to making any allocation pursuant to Section 5.1 or Section 5.3, the Fund shall make the allocations set forth in this Section 9.3(b). Allocations of Profits 5.2 in the following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b).order and priority: (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, notwithstanding any other provision of this Section 5, if there is a net decrease in Fund Minimum Gain during any Allocation Period, each Member shall be specially allocated items of Fund income and gain for such Allocation Period (and, if necessary, subsequent Allocation Periods) in an amount of equal to such Member’s share of partnership the net decrease in Fund Minimum Gain, determined in accordance with Regulations Section 1. 704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations. This Section 5.2(a) is intended to comply with the minimum gain (as defined chargeback requirement in Regulation §Section 1.704-2(g)(l2(f) of the Regulations and (3)) and shall be interpreted consistently therewith. (b) Member Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, notwithstanding any other provision of this Section 5, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Allocation Period, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Fund income and gain for such Allocation Period (and, if necessary, subsequent Allocation Periods) in an amount of equal to such Member’s share of partner nonrecourse debt the net decrease in Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i) (4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section 5.2(b) is intended to comply with the minimum gain (as defined chargeback requirement in Regulation §Section 1.704-2(i)(5)), 2(i)(4) of the Regulations and decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)shall be interpreted consistently therewith.

Regulatory Allocations. Subject to Section 6.4(d), the following allocations shall be made in the following order: (a) The Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members intend that under this Section 6.4(a)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the allocations net decrease in such Minimum Gain (as determined pursuant to this Treasury Regulation Section 9.3 1.704-2(g)(2)). This Section 6.4(a) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be equivalent to allocations that are or are deemed to be in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacksinterpreted consistently therewith. (b) Notwithstanding any provision hereof to the contrary except Section 6.4(a) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 9.26.4(b)), no allocation items of Loss income and gain shall be made allocated to a each Member if it would cause in an amount equal to such Member’s share of the net decrease in Member to have a negative balance in its “Adjusted Capital Account” Nonrecourse Debt Minimum Gain (as such term determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.4(b) is defined in clause intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) belowMember Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 6.4(c) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (d) Nonrecourse Deductions shall be allocated to the Members in accordance with the relative number of Class A Units held thereby, with the allocation to Stratfor Holdings with respect to its 180,000 Class A Units initially issued to it being further allocated between Stratfor Holdings, the ▇▇▇▇▇▇ Member and ▇▇. ▇▇▇▇▇▇ pro rata with respect to such 180,000 Class A Units and the number of Series 1 Incentive Units and Series 2 Incentive Units then outstanding. (e) Notwithstanding any provision hereof to the contrary except Section 6.4(a) and Section 6.4(b) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), decreased by reasonably expected adjustmentsa Member who unexpectedly receives an adjustment, allocations and distributions allocation or distribution described in Treasury Regulation §§ 1.704 Section 1.704-1(b)(2)(ii)(d)(4), (5) and or (6)) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, immediately following including gross income, and gain for the Fiscal Year) in an amount and manner sufficient to eliminate any deficit balance in such allocationMember’s Adjusted Capital Account as quickly as possible. Allocations This Section 6.4(e) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (f) In the event that any Member has a negative Adjusted Capital Account at the end of Losses any Fiscal Year, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that would an allocation pursuant to this Section 6.4(f) shall be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 only if and to the extent not inconsistent with that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 9.3(b). 6.4 have been tentatively made as if this Section 6.4(f) were not in this Agreement. (g) To the extent allocations an adjustment to the adjusted tax basis of Losses cannot any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be made taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members because of this Section 9.3(b), asset) or loss (if the adjustment decreases such allocations basis) and such gain or loss shall be made allocated to the Members in accordance with Treasury Regulation Section 9.21.704-1(b)(2)(iv)(m)(2) if such Section applies, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made or to the Members pursuant Member to this whom such distribution was made if Treasury Regulation Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the amount of such Member’s share of partnership minimum gain (as defined in Regulation §1.704-2(g)(l1(b)(2)(iv)(m)(4) 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)applies.

Regulatory Allocations. (a) The Members intend that the allocations pursuant to this Section 9.3 shall be equivalent to allocations that are or are deemed to be in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made in the following order: (i) Nonrecourse Deductions shall be allocated to the Members pro rata in accordance with their respective Sharing Ratios as of the end of the relevant Fiscal Period. (ii) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 9.2, as applicable, notwithstanding this Section 9.3(b1.704-2(b)(4). Allocations If more than one Member bears the Economic Risk of Profits following any allocations of Losses subject Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to this Section 9.3(b) such Member Nonrecourse Debt shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made according to the ratio in which they bear the Economic Risk of Loss. This Section 6.2(b)(ii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. FLOWCO MERGECO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (iii) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Period (or if there was a net decrease in Minimum Gain for a prior Fiscal Period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members pursuant to under this Section 9.3(b6.2(b)(iii). (c) A Member’s “Adjusted Capital Account” at any time ), items of income and gain shall mean such Member’s Capital Account at such time increased by the sum of (a) the be allocated to each Member in an amount of equal to such Member’s share of partnership the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 6.2(b)(iii) is intended to constitute a minimum gain (as defined in chargeback under Treasury Regulation §1.704-2(g)(lSection 1.704- 2(f) 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)shall be interpreted consistently therewith.

Regulatory Allocations. (a) The Members intend that Notwithstanding anything to the allocations pursuant to this Section 9.3 contrary contained herein, the Agreement shall be equivalent to allocations that are or are deemed to be in accordance with the contain (1) a “partners interests in the partnershipminimum gain chargeback” provision, within the meaning of Treasury Regulations §§ Section 1.704-1(b2(f); and (2) and a “partner minimum gain chargeback” provision within the meaning of Treasury Regulations Section 1.704-22(i)(4), and the Board there shall make be allocations consistent with such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacksprovisions. (b) Notwithstanding If any provision Member unexpectedly receives an adjustment, allocation or distribution of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased the type contemplated by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and or (6), immediately following items of income and gain shall be allocated to all such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 (to the extent not inconsistent with of and in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member as quickly as possible. It is intended that this Section 9.3(b). To 5.3(b) qualify and be construed as a “qualified income offset” within the extent allocations meaning of Losses cannot be made to any of the Members because of this Treasury Regulations Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b1.704-1(b)(2)(ii)(d). (c) A Member’s “Notwithstanding any other provisions of the Agreement, no loss or deduction shall be allocated to any Member to the extent that such allocation would cause or increase an Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the amount Deficit of such Member’s share . Any such loss or deduction shall be reallocated away from such Member and to the other Members in accordance with this Agreement, but only to the extent that such reallocation would not cause or increase an Adjusted Capital Account Deficit with respect to such other Members. To the extent that allocations of partnership minimum gain loss or deduction have been made pursuant to this Section 5.3(c), future allocations of income and gain, notwithstanding anything to the contrary in this Agreement, shall be made first to restore such allocations of loss or deduction. (as defined in Regulation §d) Notwithstanding anything contained herein to the contrary, nonrecourse deductions, within the meaning of Treasury Regulations Section 1.704-2(g)(l) 2(b)(1), shall be allocated to the Members in proportion to the Class X Common Units held by the Members, and any item of Company loss or deduction that is attributable to a “partner non-recourse debt” (3)) and (b) within the amount meaning of such Member’s share of partner nonrecourse debt minimum gain (as defined in Regulation §Treasury Regulations Section 1.704-2(i)(5)), and decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), 2) shall be allocated to the Members that bear the economic risk of loss for such debt (5) and (6within the meaning of Treasury Regulations Section 1.752-2).

Regulatory Allocations. Notwithstanding any other provisions of this Section 6.2, the following special allocations shall be made for each taxable period: (ai) The Members intend that Notwithstanding any other provision of this Section 6.2, if there is a net decrease in Minimum Gain during any taxable period, each Member shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704- 2(f)(6), (g)(2) and (j)(2)(i). For purposes of this Section 6.2(b), each Member’s Capital Account shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 9.3 6.2(b) with respect to such taxable period. This Section 6.2(b)(i) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704- 2(f) and shall be equivalent to allocations that are or are deemed to interpreted consistently therewith. (ii) Notwithstanding the other provisions of this Section 6.2 (other than Section 6.2(b)(i)), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be in accordance with the “partners interests allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the partnership” within the meaning of Regulations §§ manner and amounts provided in Treasury Regulation Section 1.704-1(b2(i)(4) and 1.704-2(j)(2)(ii). For purposes of this Section 6.2(b), each Member’s Adjusted Capital Account balance shall be determined, and the Board allocation of income and gain required hereunder shall make such changes in be effected, prior to the application of any other allocations pursuant to this Section 9.3 as it believes are reasonably necessary 6.2(b), other than Section 6.2(b)(i), with respect to meet such taxable period. This Section 6.2(b)(ii) is intended to comply with the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse nonrecourse debt and to the minimum gain chargebackschargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (biii) Notwithstanding any provision of Section 9.2Except as provided in Sections 6.2(b)(i) and 6.2(b)(ii), 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)who unexpectedly receives an adjustment, decreased by reasonably expected adjustments, allocations and distributions allocation or distribution described in Treasury Regulation §§ 1.704 1(b)(2)(ii)(d)(4Section 1.704-l(b)(2)(ii)(d)(4), (5) and or (6)) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, immediately following including gross income, and gain for the taxable year) in an amount and manner sufficient to eliminate any deficit balance in such allocation. Allocations of Losses Member’s Adjusted Capital Account as quickly as possible provided that would an allocation pursuant to this Section 6.2(b)(iii) shall be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 only if and to the extent not inconsistent with that such Member would have a negative Adjusted Capital Account after all allocations provided for in this Article 6 have been tentatively made as if this Section 9.3(b)6.2(b)(iii) were not in this Agreement. This Section 6.2(b)(iii) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1 (b)(2)(ii)(d) and shall be interpreted consistently therewith. (iv) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any taxable year, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 6.2(b)(iv) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided for in this Article 6 have been tentatively made as if Section 6.2(b)(iii) and this Section 6.2(b)(iv) were not in this Agreement. (v) To the extent allocations an adjustment to the adjusted tax basis of Losses cannot any Company property pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-l(b)(2)(iv)(m)(2) or 1.704-l(b)(2)(iv)(m)(4) to be made taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members because of this Section 9.3(b), asset) or loss (if the adjustment decreases such allocations basis) and such gain or loss shall be made allocated to the Members in accordance with Treasury Regulation Section 9.21. 704-l(b)(2)(iv)(m)(2) if such Section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-l(b)(2)(iv)(m)(4) applies. (vi) If, as applicablea result of an exercise of a noncompensatory option or warrant, notwithstanding this a Capital Account reallocation is required under Proposed Treasury Regulation Section 9.3(b1.704-l(b)(2)(iv)(s)(3) (as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations). Allocations , the Company shall make corrective allocations pursuant to Proposed Treasury Regulation Section 1.704-l(b)(4)(x), as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations. (vii) If any holder of Management Units or Profits following any Units forfeits all or a portion of such Units, the Company shall make forfeiture allocations of Losses subject to this Section 9.3(b) shall be allocated among such holder in the Members in a manner so as to offset the allocations of Losses previously made and to the Members pursuant to this extent required by Proposed Treasury Regulation Section 9.3(b1.704-1(b)(4)(xii) (as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations). (cviii) A Member’s “Adjusted Capital Account” at Nonrecourse Deductions for any time taxable period shall mean be allocated to the Members in accordance with their relative Nonrecourse Deduction Shares. (ix) Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member’s Capital Account at such time increased by the sum of (a) the amount of such Member’s share of partnership minimum gain (as defined Member Nonrecourse Deductions are attributable in accordance with Treasury Regulation §Section 1.704-2(g)(l) and (32(i)) and (b) . If more than one Member bears the amount Economic Risk of Loss with respect to a Member Nonrecourse Debt, Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Member’s Members in accordance with the ratios in which they share such Economic Risk of partner nonrecourse debt minimum gain (as defined in Regulation §1.704-2(i)(5)), and decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)Loss.

Regulatory Allocations. (a) The Members intend that the 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 this Section 9.3 shall be equivalent to allocations that are or are deemed to be in accordance with the Treasury Regulations promulgated under section 704(b) of the Code (the “partners interests Regulatory Allocations”), other than any requirement that a Member be required to contribute to the Company an amount equal to any deficit in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2, no Member’s capital account. No allocation of Loss shall be made to a Member if it the allocation would cause such Member to have result in a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum in excess 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 the Member has loaned to the Company or (b) the amount of such the Company’s debt that the Member has guaranteed. In the event there is a negative balance in the Member’s share Capital Account in excess of partner nonrecourse debt minimum the amount(s) set forth above, the Member shall be allocated income and gain (in the amount of that excess as defined quickly as possible. Any Loss that cannot be allocated to a Member pursuant to the restrictions contained in Regulation §1.704-2(i)(5))this paragraph shall be allocated to other Members. The Regulatory Allocations are intended to comply with the Treasury Regulations promulgated under section 704(b) of the Code. The other provisions of this Article V notwithstanding, the Regulatory Allocations shall be taken into account in allocating other Profits, Losses, and decreased by reasonably expected adjustmentsitems of income, gain, and deduction among the Members so that, to the extent possible, the net amount of the allocations of other Profits, Losses, and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) other items and (6)the Regulatory Allocations to each Member shall equal the net amount that would have been allocated to each Member if the Regulatory Allocations had not occurred.

Regulatory Allocations. Notwithstanding the provisions of Section 6.1 above, the following allocations of Net Profits, Net Losses and items thereof shall be made in the following order of priority: (a) The Members intend that Items of income or gain (computed with the allocations pursuant to this Section 9.3 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 equivalent allocated to allocations that are or are deemed to be in accordance with the “partners interests Members in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt manner and to the minimum extent required by the "minimum gain chargebackschargeback" provisions of Treasury Regulation Section 1.704-2(f) and Treasury Regulation Section 1.704-2(i)(4). (b) Notwithstanding All "nonrecourse deductions" (as defined in Treasury Regulation Section 1.704-2(b)(1)) of the Company for any provision of Section 9.2, no allocation of Loss year shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made 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 9.21.704-2(b)(4)) shall be allocated to the Members in accordance with the provisions of Treasury Regulation Section 1.704-2(i)(1). (c) Items of income or gain (computed with the adjustments contained in paragraphs (i), as applicable(ii), notwithstanding (iii), (iv), (v) and (vi) of the definition of "Net Profits" and "Net Losses") for any taxable period shall be allocated to the Members in the manner and to the 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 (determined for purposes of this Section 9.3(b5.02(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). Allocations ) and decreasing it by the amounts specified in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4)(5) and (6). (e) 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 following and Net Losses; provided, however, that if the Carrying Value of any allocations property of Losses subject the Company differs from its adjusted basis for tax purposes, then items of income, gain, loss, deduction or credit related to this Section 9.3(b) such property for tax purposes shall be allocated among the Members in a manner so as to offset take account of the allocations variation between the adjusted basis of Losses previously made to the Members pursuant to this property for tax purposes and its Carrying Value in the manner provided for under Code Section 9.3(b). (c704(c) A Member’s “Adjusted Capital Account” at using any time shall mean such Member’s Capital Account at such time increased permitted method as selected by the sum Board of (a) the amount of such Member’s share of partnership minimum gain (as defined Managers 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)their sole discretion.

Regulatory Allocations. (a) The Members intend that the 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 this Section 9.3 shall be equivalent to allocations that are or are deemed to be in accordance with the Treasury Regulations promulgated under section 704(b) of the Code (the “partners interests Section 16 Allocations”), other than any requirement that a Member be required to contribute to the Company an amount equal to any deficit in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2, no Member’s Capital Account. No allocation of Loss shall be made to a Member if it the allocation would cause such Member to have result in a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by in excess of the sum amount the Member is deemed obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and (aI)(5) of the Treasury Regulation. If there is a negative balance in the Member’s Capital Account in excess of the amount(s) set forth above, the Member shall be allocated income and gain in the amount of such Member’s share that excess as quickly as possible. Any Loss that cannot be allocated to a Member pursuant to the restrictions contained in this paragraph shall be allocated to other Members. The Section 16 Allocations are intended to comply with the Treasury Regulations promulgated under section 704(b) of partnership minimum gain (as defined the Code. The other provisions of this Article V notwithstanding, the Section 16 Allocations shall be taken into account in Regulation §1.704-2(g)(l) allocating other Profits, Losses, and (3)) items of income, gain, and (b) deduction among the Members so that, to the extent possible, the net amount of such Member’s share the allocations of partner nonrecourse debt minimum gain (as defined in Regulation §1.704-2(i)(5))other Profits, Losses, and decreased by reasonably expected adjustments, allocations other items and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)the Section 16 Allocations to each Member shall equal the net amount that would have been allocated to each such Member if the Section 16 Allocations had not occurred.

Regulatory Allocations. The following allocations shall be made in the following order: (a) The Members intend that the allocations pursuant to this Section 9.3 Nonrecourse Deductions shall be equivalent to allocations that are or are deemed to be in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and allocated 85% to the minimum gain chargebacksholders of Units (Capital) pro rata in proportion to their respective Unit (Capital) Sharing Percentages and 15% to the holders of Units (Profits Interest) pro rata in proportion to their respective Unit (Profits Interest) Sharing Percentages. (b) Partner Nonrecourse Deductions attributable to Partner Nonrecourse Debt shall be allocated to the Partners bearing the Economic Risk of Loss for such Partner Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Partner bears the Economic Risk of Loss for such Partner Nonrecourse Debt, the Partner Nonrecourse Deductions attributable to such Partner Nonrecourse Debt shall be allocated among the Partners according to the ratio in which they bear the Economic Risk of Loss. This Section 6.02(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a taxable year (or if there was a net decrease in Minimum Gain for a prior taxable year and the Partnership did not have sufficient amounts of income and gain during prior years to allocate among the Partners under this Section 6.02(c)), items of income and gain shall be allocated to each Partner in an amount equal to such Partner’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 6.02(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 6.02(c) of this Agreement (dealing with Minimum Gain), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain for a taxable year (or if there was a net decrease in Partner Nonrecourse Debt Minimum Gain for a prior taxable year and the Partnership did not have sufficient amounts of income and gain during prior years to allocate among the Partners under this Section 9.26.02(d), items of income and gain shall be allocated to each Partner in an amount equal to such Partner’s share of the net decrease in Partner Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.02(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 6.02(a) and Section 6.02(b), no allocation of Loss Losses shall be made allocated to a Member if it any Limited Partner to the extent that such allocation would cause such Member Limited Partner to have a negative deficit balance in its “Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account” ) at the end of such Fiscal Period. All Losses in excess of the limitation set forth in this Section 6.02(e) shall be allocated to the Partners who do not have a deficit balance in their Adjusted Capital Accounts in proportion to their relative positive Adjusted Capital Accounts but only to the extent that such Losses do not cause any such Partner to have a deficit in its Adjusted Capital Account. (as such term is defined in clause (cf) belowNotwithstanding any provision hereof to the contrary except Section 6.02(c), decreased by reasonably expected adjustmentsSection 6.02(d) and Section 6.02(e) of this Agreement, allocations and distributions a Partner who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation §§ 1.704 Section 1.704-1(b)(2)(ii)(d)(4), (5) and or (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Members taxable year) in a an amount and manner so sufficient to eliminate any deficit balance in such Partner’s Adjusted Capital Account as to offset the allocations of Losses previously made to the Members quickly as possible; provided that, an allocation pursuant to this Section 9.3(b)6.02(f) shall be made only if and to the extent that such Partner would have deficit Adjusted Capital Account balance after all other allocations provided for in this Article VI have been tentatively made as if this Section 6.02(f) were not in this Agreement. This Section 6.02(f) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (cg) A Member’s “Adjusted Capital Account” at In the event that any time shall mean such Member’s Partner has a deficit balance in its Capital Account at such time increased by the end of any taxable year in excess of the sum of (aA) the amount such Partner is required to restore pursuant to tax provisions of this Agreement and (B) the amount such Partner is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be allocated items of Partnership gross income, and gain in the amount of such Member’s share deficit as quickly as possible; provided that an allocation pursuant to this Section 6.02(g) shall be made only if and to the extent that such Partner would have a deficit balance in its Capital Account after all other allocations provided for in this Article VI have been tentatively made as if Section 6.02(f) and this Section 6.02(g) were not in this Agreement. (h) To the extent an adjustment to the adjusted tax basis of partnership minimum gain (as defined in any Partnership properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation §Section 1.704-2(g)(l1(b)(2)(iv)(m)(2) and (3)or 1.704-1(b)(2)(iv)(m)(4) and (b) to be taken into account in determining Capital Accounts as the result of a distribution to any Partner in complete liquidation of such Partner’s Units, the amount of such Member’s share adjustment to Capital Accounts shall be treated as an item of partner nonrecourse debt minimum gain (as defined if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Partners in accordance with Treasury Regulation §Section 1.704-2(i)(5)1(b)(2)(iv)(m)(2) if such Section applies, or to the Partner to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (i) If any Units (Profits Interest) held by any holder of Units (Profits Interest) are forfeited or redeemed by the Partnership, such holder shall be allocated items of loss and deduction in the year of such forfeiture or redemption in an amount equal to the portion of such holder’s Capital Account attributable to such forfeited Units reduced, but not below zero, by the amount of any redemption price paid by the Partnership for such Units. (j) If, as a result of an exercise of a noncompensatory warrant or option to acquire an interest in the Partnership, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), and decreased by reasonably expected adjustments, the Partnership shall make corrective allocations and distributions described in pursuant to Treasury Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6Section 1.704-1(b)(4)(x).

Regulatory Allocations. (a) The Members intend that Notwithstanding the foregoing provisions of this Article 5, the following special allocations pursuant to this Section 9.3 shall be equivalent to allocations that are or are deemed to be in accordance with the “partners interests made in the partnership” following order of priority: 5.2.1 If any Member unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Regulations Section 1.704-1 (b)(2)(ii)(d)(4), (5) or (6), items of income and gain shall be allocated to all such Members (in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member as quickly as possible. It is intended that this Paragraph 5.2.1 qualify and be construed as a "qualified income offset" within the meaning of Regulations §§ Section 1.704-1(b)(2)(ii)(d). 5.2.2 If the allocation of Net Loss to a Member as provided in Paragraph 5.1 hereof would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Net Loss as will not create or increase an Adjusted Capital Account Deficit. The Net Loss that would, absent the 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 Paragraph 5.2.2. 5.2.3 To the extent that an adjustment to the adjusted tax basis of any Company Asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Membership Interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. 5.2.4 The allocations set forth in Paragraphs 5.2.1, 5.2.2 and 5.2.3 hereof (the "Regulatory Allocations") are intended to comply with certain requirements of Regulations Sections 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation 2(i). Notwithstanding the provisions related to qualified income offsetsof Paragraph 5.1.1, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2, no allocation of Loss Regulatory Allocations shall be made to a Member if it would cause such Member to have a negative balance taken into account in its “Adjusted Capital Account” (as such term is defined in clause (c) below)allocating other items of income, decreased by reasonably expected adjustmentsgain, allocations loss and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4)deduction among the Members so that, (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To possible, the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the net amount of such Member’s share allocations of partnership minimum gain (as defined in Regulation §1.704-2(g)(l) other items and (3)) and (b) the Regulatory Allocations to each Member shall be equal to the net amount of that would have been allocated to each 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)Member if the Regulatory Allocations had not occurred.

Regulatory Allocations. (a) The Members intend that After giving effect to the allocations pursuant to this Section 9.3 shall be equivalent to allocations that are or are deemed to be set forth in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(bSections 7.2(b) through 7.2(g) hereof, Profit and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding Loss for any provision of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) fiscal year shall be allocated among the Members in a manner so as to offset that the allocations Capital Account of Losses previously made to the Members pursuant to this Section 9.3(b). (c) A each Member, increased by such Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the amount of such Member’s share of partnership minimum gain (as defined in Regulation §1.704-2(g)(l) gain” and (3)) and (b) the amount of such Member’s “share of partner nonrecourse debt minimum gain gain” (as defined so increased, a Member’s Capital Account is hereinafter referred to as such Member’s “Augmented Capital Account”), is, as nearly as possible, positive in Regulation §1.704-2(i)(5an amount equal to the cash the Company would distribute to such Member if (i) the Company liquidated by selling all of its properties for the values at which they are carried on the Company’s balance sheet as computed for book purposes (within the meaning of Section 3.3 hereof), (ii) the proceeds of such sales, and any other cash of the Company, were used to satisfy the Company’s debts in accordance with, and to the extent required by, their terms and (iii) the Company distributed any remaining cash to the Members pursuant to Section 7.2 hereof; provided, however, that no Loss shall be allocated to any Member for any fiscal year to the extent that such Loss would create or increase a deficit in such Member’s Adjusted Augmented Capital Account (as hereinafter defined). (b) If, after giving effect to the allocations set forth in Sections 7.2(c) through 7.2(g) hereof, an allocation of Profit or Loss (determined without regard to this Section 7.2(b)) for any fiscal year would leave the Augmented Capital Account(s) of any Member(s) short of (less than) the aggregate amount that would be distributed to such Member(s) under the hypothetical circumstances described in Section 7.2(a) hereof, while leaving the Augmented Capital Account(s) of any other Member(s) above (more than) the aggregate amount that would be distributed to such other Member(s) under such circumstances, then items of income or gain shall be allocated to the former Member(s), and decreased items of loss or expense shall be allocated to the latter Member(s), until either (i) Profit or Loss (determined, pursuant to Section 7.2(h)(3) hereof, without regard to the items of income, gain, expense or loss allocated pursuant to this Section 7.2(b)) can be allocated so as to cause each Member’s Augmented Capital Account to equal the amount that would be distributed to such Member under the hypothetical circumstances described in Section 7.2(a) hereof or (ii) there are no more items to allocate; provided, however, that no item of loss or expense shall be allocated to any Member for any fiscal year to the extent that such item would create or increase a deficit in such Member’s Adjusted Augmented Capital Account. (c) After giving effect to the allocations set forth in Sections 7.2(d) through 7.2(g) hereof, items of gross income and gain shall be allocated to each Member in an amount and manner sufficient to eliminate, as quickly as possible, any deficit in such Member’s Adjusted Augmented Capital Account to the extent that such deficit is created or increased by reasonably expected any unexpected adjustments, allocations and or distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d) (54)- (6) of the Treasury Regulations. This Section 7.2(c) and the provisos of Sections 7.2(a) and 7.2(b) are intended to comply with the “alternate test for economic effect” in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. (6)d) If, for a fiscal year, there is a net decrease in “partner nonrecourse debt minimum gain”, then each Member shall be allocated items of gross income or gain equal to such Member’s share of such net decrease, determined under Section 1.704-2(i) of the Treasury Regulations. However, in accordance with Section 1.704-2(i)(4) of the Treasury Regulations, the preceding sentence shall not apply to the extent that the net decrease in “partner nonrecourse debt minimum gain” results from (i) a capital contribution from such Member which is used to pay a liability of the Company or (ii) a refinancing or lapse of a guarantee of, or any other change in, a liability of the Company that causes such liability to become partially or wholly a “nonrecourse liability”. (e) If, for a fiscal year, there is a net decrease in “partnership minimum gain”, then each Member shall be allocated items of income and gain equal to such Member’s share of such net decrease, determined in accordance with Sections 1.704-2(f) and 1.7042(g) of the Treasury Regulations. However, in accordance with Section 1.704-2(f)(2) of the Treasury Regulations, the preceding sentence shall not apply to the extent that the net decrease in “partnership minimum gain” results from (i) a capital contribution from such Member which is used to pay a liability of the Company or (ii) a refinancing or guarantee of, or any other change in, a liability of the Company that causes such liability to become partially or wholly a “partner nonrecourse debt” for which such Member bears the economic risk of loss.

Regulatory Allocations. Prior to any other allocations under the foregoing provisions of this Article V, the following special allocations shall be made in the following order: (a) The Members intend that the allocations pursuant to this Section 9.3 If there is a net decrease in Partnership Minimum Gain (as defined below) during a taxable year, each Member shall be equivalent to allocations that are or are deemed to be allocated items of income and gain for such year in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ Section 1.704-1(b2(f) and 1.704-2, and of the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Treasury 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 If there is a net decrease in Partner Nonrecourse Debt Minimum Gain (as defined below) during a taxable year, each Member who has a share of such Partner Nonrecourse Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be specifically allocated items of income and gain for such year (and, if necessary, subsequent years) in accordance with Section 1.704-2(i)(4) of the Treasury Regulations. (c) In the event any provision Member unexpectedly receives any adjustments, allocations or distributions described in paragraphs (b)(2)(ii)(d)(4), (5), or (6) of Section 9.21.704-1 of the Treasury Regulations, no there shall be specially allocated to such Member such items of income (including items of gross income) and gain, at such times and in such amounts as will eliminate as quickly as possible that portion of its deficit (if any) in its Capital Account (as increased for this purpose by the amount which such Member is obligated to restore (pursuant to the terms of this Agreement or otherwise) or deemed obligated to restore pursuant to Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations and the penultimate sentences in Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Treasury Regulations--the Capital Account balance so adjusted being the "Adjusted Capital Account Balance") caused or increased by such adjustments, allocations or distributions. (d) No allocation of Loss under this Article V shall be made to a Member if it which would cause such Member to have or increase a negative deficit balance in its “such Member's "Projected Capital Account" (as hereinafter defined) which exceeds the amount of the Member's Share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain. For purposes of the foregoing rule, the determination as to whether an allocation would create or increase a deficit balance in a Member's Projected Capital Account shall be made as of the end of the Fiscal Year to which such allocation relates. As used herein, the term "Projected Capital Account" means, with respect to any Member, such Member's Adjusted Capital Account” (Account Balance as such term is defined in clause (c) below), decreased of the last day of any applicable Fiscal Year but reduced by reasonably expected any applicable projected adjustments, allocations and or distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4accordance with the provisions of paragraphs (4), (5) and (6), immediately following such allocation. Allocations ) of Losses that would be made to a Member but for this Treasury Regulation Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b1.704-1(b)(2)(ii)(d). To The foregoing definition of Projected Capital Account is intended to comply with the extent allocations provisions of Losses cannot be made to any Section 1.704-1(b)(2)(ii)(d) of the Members because of this Section 9.3(b), such allocations Treasury Regulations and shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b)interpreted and applied consistently therewith. (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. (a) Deductions attributable to partner nonrecourse debt (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). If there is a net decrease during a Taxable Year in partner nonrecourse debt minimum gain (determined in accordance with Treasury Regulation Section 1.704-2(i)(3)), items of income and gain for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Members in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(i)(4). (b) Nonrecourse deductions (as determined according to Treasury Regulation Section 1.704-2(b)(1)) for any Taxable Year shall be allocated pro rata among the Members in accordance with their Percentage Interests. Except as otherwise provided in Section 5.03(a), if there is a net decrease in the Minimum Gain during any Taxable Year, each Member shall be allocated items of income and gain for such Taxable Year (and, if necessary, for subsequent Taxable Years) in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(f). This Section 5.03(b) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(f) and shall be interpreted in a manner consistent therewith. (c) If any Member that unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, computed after the application of Sections 5.03(a) and 5.03(b) but before the application of any other provision of this Article V, then items of income and gain for such Taxable Year shall be allocated to such Member in proportion to, and to the extent of, such Adjusted Capital Account Deficit. This Section 5.03(c) is intended to be a qualified income offset provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith. (d) If the allocation of Losses to a Member as provided in Section 5.02 would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Member only that amount of Losses 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 intend that the allocations pursuant in accordance with their relative Percentage Interests, subject to this Section 9.3 5.03(d). (e) Profits and Losses described in Section 5.01(b)(v) shall be equivalent allocated in a manner consistent with the manner that the adjustments to allocations that the Capital Accounts are or are deemed required to be made pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(j), (k) and (m). (f) The allocations set forth in accordance with Section 5.03(a) through and including Section 5.03(e) (the “partners interests in the partnership” within the meaning Regulatory Allocations”) are intended to comply with certain requirements of Regulations §§ Sections 1.704-1(b) and 1.704-22 of the Treasury Regulations. The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate items of income, gain, loss or deduction of the Company or make distributions. Accordingly, notwithstanding the other provisions of this Article V, but subject to the Regulatory Allocations, income, gain, deduction and loss with respect to the Board Company shall make such changes be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Members to be in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating other Profit and Loss (and such other items of income, gain, deduction and loss) among the Members so that the net amount of the Regulatory Allocations and such special allocations to each such Member is zero. (g) Notwithstanding the other provisions of this Article V, the Manager shall be authorized to make, in its good faith discretion, appropriate amendments to the allocations of Profits and Losses (and to individual items of income, gain, loss, deduction and credit) pursuant to this Agreement (i) to comply with Section 9.3 as it believes are reasonably necessary to meet 704 of the requirements of such Code or applicable Treasury Regulations, includingand/or (ii) to allocate properly Profits and Losses (and individual items of income, without limitation gain, loss, deduction and credit) to those Members that bear the provisions related to qualified income offsets, the economic burden or benefit associated therewith (including by making one or more special allocations of partner non recourse debt income, gain, loss, deduction and credit to one or more Members). If there are any changes after the minimum gain chargebacks. (b) Notwithstanding date of this Agreement in applicable tax Law, regulations or interpretation, or any provision of Section 9.2errors, no allocation of Loss shall ambiguities, inconsistencies or omissions in this Agreement with respect to allocations to be made to a Member if it would Capital Accounts which would, individually or in the aggregate, cause such Member the Members not to have a negative balance achieve in any material respect the economic objectives underlying this Agreement, the Manager may 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 discretion make appropriate adjustments to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made in order to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b)achieve or approximate such economic objectives. (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. (a) Subject to the exceptions stated in Treasury Regulation Sections 1.704-2(f) and 1.704-2(i)(4), if there is a net decrease in Company Minimum Gain or Member Minimum Gain during a fiscal year, each Member will be specially allocated items of income and gain for the year (and, if necessary, for subsequent years) in an amount equal to the Member's share of the net decrease during the year (which share of the net decrease will be determined under Treasury Regulation Sections 1.704-2(g)(2) and 1.704-2(i)(5), respectively). The Members intend that the allocations pursuant to this Section 9.3 shall be equivalent to allocations that are or are deemed to be in accordance 1.6 (a) complies with the “partners interests "minimum gain chargeback" requirements in the partnership” within the meaning of Regulations §§ Treasury Regulation Sections 1.704-1(b2(f) and 1.704-2, 2(i) and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebackswill be interpreted consistently therewith. (b) Notwithstanding any provision of Section 9.2, no allocation of Loss shall Any Nonrecourse Deductions will be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made specially allocated to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b)Members' Member Percentages. (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by Any Member Nonrecourse Deductions will be specially allocated to the sum of (a) the amount of such Member’s share of partnership minimum gain (Members as defined provided in Treasury Regulation §Section 1.704-2(g)(l2(i)(1). (d) If any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4),(5) or (6) (modified as appropriate, by Regulations Section 1.704-2(g)(1) 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)), items of Company income and decreased gain for the fiscal year will be specially allocated to the Member in an amount and manner sufficient to eliminate, to the extent required by reasonably expected adjustmentsthe Treasury Regulations, any Adjusted Capital Account Deficit of the Member as quickly as possible, provided, that an allocation pursuant to this Section 1.6(d) of this Exhibit B will be --------- made if and only to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations and distributions described provided for in this Exhibit B have been tentatively made as if this Section 1.6(d) of --------- this Exhibit B were not in the Agreement. --------- (e) To the extent any adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulation §§ 1.704 1(b)(2)(ii)(d)(4Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, appropriate adjustments to the Capital Accounts will be made in accordance with the Treasury Regulations. (5f) The allocations provided for in this Section 1.6 of this Exhibit B (the "Regulatory Allocations"), are intended to comply with --------- certain requirements of the Treasury Regulations. The Company can take the Regulatory Allocations into account in allocating other items of income, gain, loss and (6)deduction among the Members so that, to the extent possible, the net amount of the allocations of other items and the Regulatory Allocations to each Member will be equal to the net amount that would have been allocated to each the Member if the Regulatory Allocations had not occurred.

Regulatory Allocations. The allocations set forth in Sections 6.3(a) to 6.3(f) (athe “Regulatory Allocations”) The are intended to comply with certain requirements of the Regulations. It is the intent of the Members intend that that, to the extent possible, the Regulatory Allocations will be offset with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 9.3 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Managing Member shall be equivalent make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after the offsetting allocations are made, each Member’s Capital Account balance is, to allocations that the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.2(a). In exercising its discretion pursuant to this Section 6.3(g), the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. Transfer of Interest. In the event of a transfer of all or are deemed to be part of an Interest (in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to Agreement) or the Members admission of an additional Member (in accordance with Section 9.2, as applicable, notwithstanding the provisions of this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(bAgreement) the Company’s taxable year shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made close with respect to the Members pursuant to this Section 9.3(b). (c) A transferring Member’s “Adjusted Capital Account” at any time shall mean , and such Member’s Capital Account at distributive share of all items of profits, losses and any other items of income, gain, loss or deduction shall be determined using the interim closing of the books method under Section 706 of the Code and Regulations Section 1.706-1(c)(2)(i) unless the Managing Member determines that there would be no substantial difference between the results under closing of the books and a pro rata method as described in proposed Regulation Section 1.706-4(d). Except as otherwise provided in this Section 6.4, in all other cases in which it is necessary to determine the profits, losses, or any other items allocable to any period, profits, losses, and any such time increased other items shall be determined on a daily, monthly, or other basis, as determined by the sum Managing Member using any permissible method under Section 706 of (a) the amount of such Member’s share of partnership minimum gain (as defined in Regulation §1.704-2(g)(l) Code 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)Regulations thereunder.

Regulatory Allocations. The following allocations shall be made in accordance with and to the extent required by Regulations Sections 1.704-2(f), 1.704-2(i), and 1.704- 1(b)(2)(ii)(d). References in this Section 3.9 to “partner” and “partnership” are intended to relate to the characterization of the Members and the Company, respectively, for federal income tax purposes. (a) The Members intend that the allocations pursuant to this Section 9.3 shall be equivalent to allocations that are or are deemed to be If there is a net decrease in partnership minimum gain during a Company Year (determined in accordance with Regulations Section 1.704-2(d)), items of Company gross income and gain shall be allocated to the “partners interests Members as quickly as possible in the partnership” within the meaning of Regulations §§ amounts and manner described in Section 1.704-1(b2(f) and 1.704-2, and of the Board shall make such changes in the allocations pursuant Regulations. This paragraph (a) is intended to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to comply with the minimum gain chargebackschargeback requirement relating to any nonrecourse liability of the Company set forth in Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Notwithstanding any provision If there is a net decrease in partner nonrecourse debt minimum gain during a Company Year (determined in accordance with Regulation Section 1.704-2(i)(3)), items of Section 9.2, no allocation of Loss Company gross income and gain shall be made allocated as quickly as possible to those Members who had a Member if it would cause share of such Member to have a negative balance partner nonrecourse debt minimum gain at the end of the preceding Company Year (determined in its “Adjusted Capital Account” (as such term is defined accordance with Regulation Section 1.704-2(i)(5)) in clause (c) below), decreased by reasonably expected adjustments, allocations the amounts and distributions manner described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4Section 1.704-2(i)(4), . This paragraph (5b) is intended to comply with the minimum gain chargeback requirement relating to nonrecourse debt set forth in Regulation Section 1.704-2(i)(4) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b)interpreted consistently therewith. (c) A If a Member unexpectedly receives an adjustment, allocation or distribution described in Section 1.704-1(b)(2)(ii)(d) of the Regulations which creates or increases a deficit balance in his, her or its Capital Account in excess of the sum (with respect to each Member, such Member’s “Adjusted Capital Account” at any time shall mean such Member’s Permissible Capital Account at such time increased by the sum Deficit”) of (aA) the amount of such Member’s share of the partnership minimum gain (as defined determined at the end of such Company Year in accordance with Regulation §Section 1.704-2(g)(l) 2(g)), and (3)B) and (b) the amount of such Member’s share of the partner nonrecourse debt minimum gain (as defined determined at the end of such Company Year in accordance with Regulation §Section 1.704-2(i)(52(i)(3)), then items of Company gross income and decreased gain shall be allocated to such Member as quickly as possible to eliminate such excess, as required by reasonably expected adjustmentsRegulation Section 1.704-1(b)(2)(ii)(d), provided that an allocation pursuant to this paragraph (c) shall be made only if and to the extent such excess would exist after all other allocations and distributions described provided for in this Section 3.9 have been tentatively made for such Company Year as if this paragraph (c) were not in this Section 3.9. This paragraph (c) is intended to comply with the qualified income offset requirement set forth in Regulation §§ 1.704 1(b)(2)(ii)(d)(4Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (d) Notwithstanding anything in this Agreement to the contrary, all items of Company gross deduction and loss attributable to partnership nonrecourse liabilities (as defined in Regulations Section 1.704-2(b)(3)) shall be allocated to the Members in the ratio of their respective Percentage Interests in accordance with the treatment of nonrecourse deductions under Regulations Section 1.704-2(e). (e) Notwithstanding anything in this Agreement to the contrary, all items of Company gross deduction and loss attributable to a partner nonrecourse debt (as defined in Regulations Section 1.704-2(b)(4)) shall be allocated to the Member or Members that bear the economic risk of loss for such partner nonrecourse debt in accordance with Regulations Section 1.704-2(i)(1). (f) The allocations required by Section 3.9(a) through (e) hereof and in Section 3.7 (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent permissible under the Regulations, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company gross income, gain, loss or deduction pursuant to this paragraph (f). Therefore, notwithstanding any other provision of this Article 3 (other than the Regulatory Allocations), (5the Manager shall make such offsetting special allocations of Company gross income, gain, loss or deduction in whatever manner the Manager shall reasonably determine appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 3.5 of this Agreement. In exercising its discretion under this Section 3.9(f), the Manager shall take into account future Regulatory Allocations under Sections 3.9(a) and (6b) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Sections 3.9(d) and (e). This Section 3.9(f) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Regulatory Allocations and shall be interpreted in a manner consistent therewith.

Regulatory Allocations. (a) The Members intend that Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Treasury Regulations §1.704-2(i)), if any, of the allocations pursuant to this Section 9.3 Company shall be equivalent allocated for each period to allocations the Member that are or are deemed to be in accordance with bears the “partners interests in the partnership” economic risk of loss within the meaning of Treasury Regulations §§ 1.704-1(b2(i) and (ii) “nonrecourse deductions” (as defined in Treasury Regulations §1.704-22(b)) and “excess nonrecourse liabilities” (as defined in Treasury Regulations §1.752-3(a)), and if any, of the Board Company shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and be allocated to the minimum gain chargebacksMembers in accordance with their respective Percentage Interests. (b) Notwithstanding This Agreement shall be deemed to include “qualified income offset,” “minimum gain chargeback” and “partner nonrecourse debt minimum gain chargeback” provisions within the meaning of the Code §704(b). Accordingly, notwithstanding any other provision of Section 9.2this Agreement, no allocation items of Loss gross income shall be made allocated to the Members on a priority basis to the extent and in the manner required by such provisions. (c) To the extent that Net Loss or items of loss or deduction otherwise allocable to a Member if it hereunder would cause such Member to have a negative balance in its “an Adjusted Capital Account” (Account Deficit as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because end of this Section 9.3(bthe 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 allocations Net Loss, or items of loss or deduction, shall not be allocated to such Member and instead shall be made allocated to the Members in accordance with Section 9.25.4 as if such Member were not a Member and prior to any allocation under Section 5.5(d). (d) If any Member has an Adjusted Capital Account Deficit at the end of any taxable year, each such Member shall be specially allocated items of income and gain in the amount of such excess as applicablequickly as possible, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject provided that an allocation pursuant to this Section 9.3(b5.5(d) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit in excess of such sum after all other allocations provided for in this ARTICLE V have been made as if the “qualified income offset provision” described in Section 5.5(b) did not apply and Section 5.5(d) were not in this Agreement. (e) Any allocations required to be made pursuant to Section 5.5(a) through Section 5.5(d) (the “Regulatory Allocations”) (other than allocations, the effects of which are likely to be offset in the future by other Regulatory Allocations) shall be taken into account, to the extent permitted by the Treasury Regulations, in computing subsequent allocations of income, gain, loss or deduction pursuant to Section 5.4 so that the net amount of any items so allocated and all other items allocated to each Member shall, to the extent possible, be equal to the amount that would have been allocated to each Member pursuant to Section 5.4 had such Regulatory Allocations under this Section 5.5 not occurred. (f) It is intended that prior to a distribution of the proceeds from a liquidation of the Company pursuant to Section 5.2, the positive Capital Account balance of each Member shall be equal to the amount that such Member is entitled to receive pursuant to Section 11.3. Accordingly, notwithstanding anything to the contrary in this ARTICLE V, to the extent permissible under Code §704(b) and the Treasury Regulations thereunder, Net Profit and Net Loss and, if necessary, items of 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 in a manner so as to offset bring the allocations positive Capital Account balance of Losses previously made each Member as close as possible to the Members pursuant to this amount that such Member would receive if the Company were liquidated and all the proceeds were distributed in accordance with Section 9.3(b)11.3. (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. The following allocations shall be made in the following order: (a) The Members intend that the allocations pursuant to this Section 9.3 Nonrecourse Deductions shall be equivalent allocated to allocations that are or are deemed to be the Members in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebackstheir respective Percentage Interests. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 6.4(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.4(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 6.4(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 6.4(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 9.26.4(d), no allocation items of Loss income and gain shall be made allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.4(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 6.4(c) and Section 6.4(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member 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)who unexpectedly receives an adjustment, decreased by reasonably expected adjustments, allocations and distributions allocation or distribution described in Treasury Regulation §§ 1.704 Section 1.704-1(b)(2)(ii)(d)(4), (5) and or (6)) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, immediately following including gross income, and gain for the Fiscal Year) in an amount and manner sufficient to eliminate any deficit balance in such allocationMember’s Adjusted Capital Account as quickly as possible. Allocations This Section 6.4(e) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. LIMITED LIABILITY COMPANY AGREEMENT ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC (f) In the event that any Member has a negative Adjusted Capital Account at the end of Losses any Fiscal Year, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that would an allocation pursuant to this Section 6.4(f) shall be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 only if and to the extent not inconsistent with that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 9.3(b). 6.4(f) have been tentatively made as if Section 6.4(e) and this Section 6.4(f) were not in this Agreement. (g) To the extent allocations an adjustment to the adjusted tax basis of Losses cannot any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be made taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members because of this Section 9.3(b), asset) or loss (if the adjustment decreases such allocations basis) and such gain or loss shall be made allocated to the Members in accordance with Treasury Regulation Section 9.21.704-1(b)(2)(iv)(m)(2) if such Section applies, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made or to the Members pursuant Member to this whom such distribution was made if Treasury Regulation Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the amount of such Member’s share of partnership minimum gain (as defined in Regulation §1.704-2(g)(l1(b)(2)(iv)(m)(4) 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)applies.

Regulatory Allocations. (a) The Members intend that Notwithstanding the foregoing, the following special allocations pursuant to this Section 9.3 shall be equivalent made for each Fiscal Year or other period in the following order of priority: (i) If there is a net decrease in Company Minimum Gain during a Company taxable year, then each Member shall be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to allocations that are or are deemed to be such Member's share of net decrease in Company Minimum Gain, determined in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ section 1.704-1(b2(g)(2) and 1.704-2, and of the Board shall make such changes in the allocations pursuant Income Tax Regulations. This subsection (b)(i) is intended to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to comply with the minimum gain chargebackschargeback requirement of section 1.704-2(f) of the Income Tax Regulations and shall be interpreted consistently therewith. (bii) Notwithstanding any provision of Section 9.2, no allocation of Loss shall be made If there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member if it would cause Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with section 1.704-2(i)(5) of the Income Tax Regulations, shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in the amount equal to have such Member's share of net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in a negative balance in its “Adjusted Capital Account” manner consistent with the provisions of section 1.704-2(i)(4) of the Income Tax Regulations. This subsection (as such term b)(ii) is defined in clause intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of section 1.704-2(i)(4) of the Income Tax Regulations and shall be interpreted consistently therewith. (ciii) below)If any Member unexpectedly receives (or Members unexpectedly receive) an adjustment, decreased allocation or distribution of the type contemplated by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 section 1.704-1(b)(2)(ii)(d)(4), (5) and or (6)) of the Income Tax Regulations, immediately following items of income and gain shall be allocated to such allocationMember (or if more than one Member receives such an adjustment, allocation or distribution, items of income and gain shall be allocated to such Members in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount (or amounts) and manner sufficient to eliminate the Adjusted Capital Account Deficit of such Member (or deficits of such Members) as quickly as possible. Allocations It is intended that this subsection (b)(iii) qualify and be construed as a "qualified income offset" within the meaning of Losses that would be made section 1.704-1(b)(2)(ii)(d) of the Income Tax Regulations. (iv) If the allocation of Net Loss to a Member but for this as provided in Section 9.3(b9.1(a) shall instead be made to would create or increase an Adjusted Capital Account Deficit and one or more other Members pursuant would have a positive Capital Account balance, there shall be allocated to Section 9.2 such Member only that amount of Net Loss as will not create or increase an Adjusted Capital Account Deficit. The Net Loss that would, absent the application of the preceding sentence, otherwise be allocated to such Member shall, subject to the extent not inconsistent with this Section 9.3(b)Adjusted Capital Account Deficit limitations of such sentence, be allocated to those Members having positive Capital Account balances up to the amount of such positive Capital Account balances in the ratios that each such Member's positive Capital Account Balance bears to the sum of such positive Capital Account balances. To the extent that allocations of Net Losses cannot be have been made pursuant to any of the Members because of this Section 9.3(bsubsection (b)(iv), such future allocations of Net Profits, notwithstanding anything to the contrary in this Agreement, shall be made first to restore such Net Losses. (v) Member Nonrecourse Deductions for any Fiscal Year or other period shall be allocated each year to the Member that bears the economic risk of loss (within the meaning of section 1.752-2 of the Income Tax Regulations) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. (vi) Nonrecourse Deductions for any Fiscal Year or other period shall be allocated to the Members in proportion to their respective Percentage Interests. (vii) To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to section 1.704-1(b)(2)(iv)(M)(2) or 1.704-1(b)(2)(iv)(M)(4) of the Income Tax Regulations, to be taken into account in determining Capital Accounts as the result of a distribution to a Member in compete liquidation of such Member's interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event section 1.704-1(b)(2)(iv)(M)(2) of the Income Tax Regulations applies, or to the Member to whom such distribution was made in the event section 1.704-1(b)(2)(iv)(M)(4) of the Income Tax Regulations applies (viii) The allocations set forth in subsections (b)(i) through (b)(vii) (the "Regulatory Allocations") are intended to comply with certain requirements of sections 1.704-1(b), 1.704-2(f) and 1.704-2(i) of the Income Tax Regulations. Notwithstanding the provisions of Section 9.29.1(a), as applicable, notwithstanding this Section 9.3(b). the Regulatory Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated taken into account in allocating other items of income, gain, loss and deduction among the Members in a manner so as to offset the allocations of Losses previously made that, to the Members pursuant to this Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by extent possible, the sum of (a) the net amount of such Member’s share allocations of partnership minimum gain (as defined in Regulation §1.704-2(g)(l) other items and (3)) and (b) the Regulatory Allocations to each Member shall be equal to the net 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)that would have been allocated to each Member if the Regulatory Allocations had not occurred.

Regulatory Allocations. The following provisions are included in order to comply with tax rules set forth in the Code and to permit the Partnership to obtain the benefits of a "safe harbor" provided by Treasury Regulations ~ 1.704-1 (a) b)(2)(ii)( d). The Members intend that the allocations pursuant to this Section 9.3 10.5 shall be equivalent made prior to the allocations set forth in Sections 10.1. 10.2 or 10.3. (a) If any Partner receives an unexpected adjustment, allocation or distribution described in Treasury Regulations I:i I. 704-1 (b)(2)(ii)( d)(4), (5) or (6), there shall be allocated to such Partner items of income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income, and gain for such fiscal period) in an amount and manner sufficient to eliminate any Partner's Adjusted Capital Account Deficit, to the extent required by the Treasury Regulations, as quickly as possible, provided that are or are deemed an allocation pursuant to this Section 10.5(a) shall be made only if and to the extent that any Partner would have an Adjusted Capital Account Deficit after all allocations provided for in this Article X have been made tentatively as if this Section JO.5(a) were not included in this Agreement. The foregoing sentence is intended to constitute a "qualified income offset" provision as described in Treasury Regulations I:i 1.704-1 (b)(2)(ii)( d), and shall be interpreted and applied in all respects in accordance with that section. (b) The allocations set forth in Section 10.5(a) hereof (the “partners interests "Regulatory Allocations") are intended to comply with certain requirements of Treasury Regulations ~ 1.704- 1(b). Notwithstanding any other provisions of this Article X (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating subsequent Profits, Losses and items of income, gain, loss and deduction among the partnership” within Partners so that, to the meaning extent possible, the net amount of Regulations §§ 1.704-1(b) such allocations of subsequent Profits, Losses and 1.704-2, other items and the Board Regulatory Allocations to each Partner shall make be equal to the net amount that would have been allocated to each such changes in Partner pursuant to the provisions of this Article X if the Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks. (bJO.5(b) Notwithstanding any provision of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 only to the extent not the General Partner reasonably determines that such allocations will otherwise be inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated economic agreement among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b)Partners. (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. (a) The Members intend that the allocations pursuant to Notwithstanding any other provision of this Section 9.3 Article IV, if there is a net decrease in Company Minimum Gain during any year, each Member shall be equivalent specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount equal to allocations that are or are deemed to be the portion of such Member's share of the net decrease in Company Minimum Gain, determined in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ Section 1.704-1(b2(g) and of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Section 1.704-2, and 2(f)(6) of the Board shall make such changes in the allocations pursuant Treasury Regulations. This Section 4.5(a) is intended to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to comply with the minimum gain chargebackschargeback requirement in Section 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith. (b) Notwithstanding any provision other provisions of this Article IV except Section 9.24.5(a), no allocation if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any year, each Member who has a share of Loss the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Member's share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(4) of the Treasury Regulations. Allocations pursuant to the previous sentence shall be made in proportion to a the respective amounts required to be allocated to each Member if it would cause such Member pursuant thereto. The items to have a negative balance be so allocated shall be determined in its “Adjusted Capital Account” (as such term accordance with Section 1.704-2(i)(4) of the Treasury Regulations. This Section 4.5(b) is defined intended to comply with the minimum gain chargeback requirement in clause Section 1.704-2(i) of the Treasury Regulations and shall be interpreted consistently therewith. (c) below)Nonrecourse Deductions for any year shall be allocated to LVSI. (d) Any Member Nonrecourse Deductions for any year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i)(1) of the Treasury Regulations. (e) Notwithstanding any other provision of this Article IV, decreased by no Member shall be allocated in any fiscal year of the Company any Net Loss to the extent such allocation would increase a deficit balance in such Member's Adjusted Capital Account to an amount greater than its Adjusted Capital Account Deficit, taking into account all other allocations to be made for such year pursuant to this Article IV and the reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5Section 1.704-1(b)(2)(ii)(d) and (6), immediately following of the Treasury Regulations. Any such allocation. Allocations of Losses Net Loss that would be made allocated to a Member but for this Section 9.3(b(the "DEFICIT MEMBER") shall instead be allocated to the other Members. Moreover, if a Deficit Member unexpectedly receives an adjustment, allocation or distribution described in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations which creates or increases an Adjusted Capital Account Deficit (computed after all other allocations to be made to other Members for such year pursuant to this Article IV have been tentatively made as if this Section 9.2 4.5(e) were not in this Agreement), such Deficit Member shall be allocated items of income and gain in an amount and manner sufficient to eliminate, to the extent not inconsistent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible. This Section 4.5(e) is intended to comply with this the qualified income offset requirement of Section 9.3(b). To the extent allocations of Losses cannot be made to any 1.704-1(b)(2)(ii)(d) of the Members because of this Section 9.3(b), such allocations Treasury Regulations and shall be made to interpreted consistently therewith. (f) The allocations set forth in Sections 4.5(a) through 4.5(e) (the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b"REGULATORY ALLOCATIONS") shall be allocated taken into account in allocating items of income, gain, loss and deduction among the Members in a manner so as that, to offset the extent possible, the net amount of such allocations of Losses previously made other items and the Regulatory Allocations to each Member shall be equal to the Members pursuant net amount that would have been allocated to this Section 9.3(b)each such Member if the Regulatory Allocations had not occurred. (cg) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum For purposes of (a) the amount of such Member’s share of partnership minimum gain (as defined in Regulation §1.704Section 1.752-2(g)(l) and (33(a)) 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. (a) The Members intend “Regulatory Allocations” consist of the “Basic Regulatory Allocations,” as defined in Section 7.6(b) hereof, the “Nonrecourse Regulatory Allocations,” as defined in Section 7.6(c) hereof, and the “Partner Nonrecourse Regulatory Allocations,” as defined in Section 7.6(d) hereof. (b) The “Basic Regulatory Allocations” consist of allocations pursuant to Sections 7.5(c), 7.5(d) and 7.5(g) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Basic Regulatory Allocations shall be taken into account in allocating items of income, gain, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Basic Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Basic Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence, allocations pursuant to this Section 9.3 7.6(b) shall only be made with respect to allocations pursuant to Section 7.5(g) hereof to the extent the Partners reasonably determine that such allocations will otherwise be inconsistent with the economic agreement among the parties to this Agreement. (c) The “Nonrecourse Regulatory Allocations” consist of all allocations pursuant to Sections 7.5(a) and 7.5(e) hereof. Notwithstanding any other provision of this Agreement, other than the Regulatory Allocations, the Nonrecourse Regulatory Allocations shall be equivalent taken into account in allocating items of income, gain, loss and deduction among the Partners so that, to the extent possible, the net amount of such allocations that are or are deemed to be in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, other items and the Board Nonrecourse Regulatory Allocations to each Partner shall make be equal to the net amount that would have been allocated to each such changes in Partner if the Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (i) no allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks. (b7.6(c) Notwithstanding any provision of Section 9.2, no allocation of Loss shall be made prior to the Partnership fiscal year during which there is a Member if it would cause such Member to have a negative balance net decrease in its “Adjusted Capital Account” (as such term is defined in clause (c) below)Partnership Minimum Gain, decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 then only to the extent not inconsistent with this Section 9.3(b). To the extent necessary to avoid any potential economic distortions caused by such net decrease in Partnership Minimum Gain, and (ii) allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made to the Members pursuant to this Section 9.3(b)7.5(c) shall be deferred with respect to allocations pursuant to Section 7.5(e) hereof to the extent the Partners reasonably determine that such allocations are likely to be offset by subsequent allocations pursuant to Section 7.5(a) hereof. (cd) A Member’s The “Adjusted Capital AccountPartner Nonrecourse Regulatory Allocations” at consist of all allocations pursuant to Sections 7.5(b) and 7.5(f) hereof. Notwithstanding any time other provision of this Agreement, other than the Regulatory Allocations, the Partner Nonrecourse Regulatory Allocations shall mean such Member’s Capital Account at such time increased by be taken into account in allocating items of income, gain, loss and deduction among the sum of (a) Partners so that, to the extent possible, the net amount of such Member’s share allocations of partnership minimum gain other items and the Partner Nonrecourse Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Partner Nonrecourse Regulatory Allocations had not occurred. For purposes of applying the foregoing sentence (as defined i) no allocations pursuant to this Section 7.6(d) shall be made with respect to allocations pursuant to Section 7.5(f) relating to a particular Partner Nonrecourse Debt prior to the Partnership fiscal year during which there is a net decrease in Regulation §1.704-2(g)(lPartner Minimum Gain attributable to such Partner Nonrecourse Debt, and then only to the extent necessary to avoid any potential economic distortions caused by such net decrease in Partner Minimum Gain, and (ii) allocations pursuant to this Section 7.6(d) shall be deferred with respect to allocations pursuant to Section 7.5(f) hereof relating to a particular Partner Nonrecourse Debt to the extent the Partners reasonably determine that such allocations are likely to be offset by subsequent allocations pursuant to Section 7.5(b) hereof. (e) The Tax Matters Partner shall have reasonable discretion, with respect to each Partnership fiscal year, to (i) apply the provisions of Sections 7.6(b), 7.6(c) and 7.6(d) hereof in whatever order is likely to minimize the economic distortions that might otherwise result from the Regulatory Allocations, and (3ii) divide all allocations pursuant to Sections 7.6(b), 7.6(c) and (b7.6(d) hereof among the amount of Partners to a manner that is likely to minimize 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)economic distortions.

Regulatory Allocations. (a) The Members intend that the allocations pursuant Losses attributable to this partner nonrecourse debt (as defined in Treasury Regulation Section 9.3 1.704-2(b)(4)) shall be equivalent to allocations that are or are deemed to be in accordance with the “partners interests allocated in the partnership” within the meaning of Regulations §§ manner required by Treasury Regulation Section 1.704-1(b) and 2(i). If there is a net decrease during a Taxable Year or other Fiscal Period in partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-22(i)(3)), and Profits for such Taxable Year or other Fiscal Period (and, if necessary, for subsequent Taxable Years or other Fiscal Periods) shall be allocated to the Board shall make such changes Members in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements amounts and of such Regulations, including, without limitation the provisions related character as determined according to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacksTreasury Regulation Section 1.704-2(i)(4). (b) Notwithstanding Nonrecourse deductions (as determined according to Treasury Regulation Section 1.704-2(b)(4)) for any provision of Section 9.2, no allocation of Loss Taxable Year or other Fiscal Period shall be made allocated pro rata among the Members in accordance with their Percentage Interests. Except as otherwise provided in Section 5.03(a), if there is a net decrease in the Minimum Gain during any Taxable Year or other Fiscal Period, each Member shall be allocated Profits for such Taxable Year or other Fiscal Period (and, if necessary, for subsequent Taxable Years or other Fiscal Periods) in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(f). This Section 5.03(b) is intended to be a Member if it would cause such Member to have minimum gain chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(f), and shall be interpreted in a negative balance in its “Adjusted Capital Account” (as such term is defined in clause manner consistent therewith. (c) below)If any Member that unexpectedly receives an adjustment, decreased by reasonably expected adjustments, allocations and distributions allocation or Distribution described in Treasury Regulation §§ 1.704 Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) has an Adjusted Capital Account Deficit as of the end of any Taxable Year or other Fiscal Period, immediately following computed after the application of Sections 5.03(a) and 5.03(b) but before the application of any other provision of this Article V, then Profits for such allocationTaxable Year or other Fiscal Period shall be allocated to such Member in proportion to, and to the extent of, such Adjusted Capital Account Deficit. Allocations This Section 5.03(c) is intended to be a qualified income offset provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith. (d) If the allocation of Net Losses that would be made to a Member but for this as provided in Section 9.3(b) 5.02 would create or increase an Adjusted Capital Account Deficit, there shall instead be made allocated to other Members pursuant such Member only that amount of Losses as will not create or increase an Adjusted Capital Account Deficit. The Net Losses that would, absent the application of the preceding sentence, otherwise be allocated to Section 9.2 such Member shall be allocated to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the other Members in accordance with Section 9.2their relative Percentage Interests, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b5.03(d). (e) Profits and Losses described in Section 5.01)(b)(v) shall be allocated among the Members in a manner so as to offset consistent with the allocations of Losses previously made manner that the adjustments to the Members Capital Accounts are required to be made pursuant to this Treasury Regulation Section 9.3(b1.704-1(b)(2)(iv)(j), (k) and (m). (cf) A Member’s The allocations set forth in Section 5.03(a) through and including Section 5.03(e) (the “Adjusted Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704-1(b) and 1.704-2 of the Treasury Regulations. The Regulatory Allocations may not be consistent with the manner in which the Members intend to allocate Profit and Loss of the Company or make Distributions. Accordingly, notwithstanding the other provisions of this Article V, but subject to the Regulatory Allocations, income, gain, deduction and loss with respect to the Company shall be reallocated among the Members so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Account” at any time shall mean Accounts of the Members to be in the amounts (or as close thereto as possible) they would have been if Profit and Loss (and such Member’s Capital Account at other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially allocating other Profit and Loss (and such time increased by other items of income, gain, deduction and loss) among the sum of (a) Members so that the net amount of the Regulatory Allocations and such Member’s share of special allocations to each such Member is zero. In addition, if in any Taxable Year or other Fiscal Period there is a decrease in partnership minimum gain (as defined gain, or 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))gain, and decreased by reasonably expected adjustmentsapplication of the minimum gain chargeback requirements set forth in Section 5.03(a) or Section 5.03(b) would cause a distortion in the economic arrangement among the Members, allocations and distributions described the Members may, if they do not expect that the Company will have sufficient other income to correct such distortion, request the Internal Revenue Service to waive either or both of such minimum gain chargeback requirements. If such request is granted, this Agreement shall be applied in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)such instance as if it did not contain such minimum gain chargeback requirement.

Regulatory Allocations. Section 704 of the Code and the Regulations issued thereunder, including but not limited to the provisions of such Regulations addressing qualified income offset provisions, minimum gain charge back requirements and allocations of deductions attributable to non-recourse debt and member non-recourse debt, are hereby incorporated by reference. Nonrecourse deductions (aas defined in Regulations Section 1.704-2(b)(1)) The Members intend that the allocations pursuant to this Section 9.3 for any taxable year or other period shall be equivalent allocated to allocations that are or are deemed the Members in proportion to their Sharing Ratios. The amount of nonrecourse deductions and excess nonrecourse liabilities shall be determined in accordance with Regulations Section 1.704-2(c). The allocations described in Section 4.1(b) and this Section 4.1(c) (the “partners interests in the partnership” within the meaning Regulatory Allocations”) are intended to comply with certain requirements of Regulations §§ Sections 1.704-1(b) and 1.704-22 of the Regulations and as much may not be consistent with the manner in which the Members intend to allocate items of income, gain, loss, deduction and the Board shall expense or make such changes in the allocations pursuant to distributions. Accordingly, notwithstanding other provisions of this Section 9.3 as it believes are reasonably necessary 4.1(c), but subject to meet the requirements of such the Regulations, includingitems of income, without limitation the provisions related to qualified income offsetsgain, the allocations of partner non recourse debt loss, deduction and to the minimum gain chargebacks. (b) Notwithstanding any provision of Section 9.2, no allocation of Loss shall be made to a Member if it would cause such Member to have a negative balance expense in its “Adjusted Capital Account” (as such term is defined in clause (c) below), decreased by reasonably expected adjustments, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6), immediately following such allocation. Allocations of Losses that would be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 to the extent not inconsistent with this Section 9.3(b). To the extent allocations of Losses cannot be made to any of the Members because of this Section 9.3(b), such allocations shall be made to the Members in accordance with Section 9.2, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) subsequent taxable years shall be allocated among the Members in such a manner so way as to offset reverse as quickly as possible the allocations effect of the Regulatory Allocations and thereby cause the respective capital accounts of the Members to be in the amounts they would have been if Profits and Losses previously made (and such other items of income, gain, deduction and loss) had been allocated without reference to the Members pursuant to this Section 9.3(b)Regulatory Allocations. (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6).

Regulatory Allocations. The following allocations shall be made in the following order: (a) The Members intend that the allocations pursuant to this Section 9.3 Nonrecourse Deductions shall be equivalent to allocations that are or are deemed to be in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and allocated 87.5% to the minimum gain chargebacksholders of Series A Units in proportion to their respective Class A Unit Sharing Percentages and 12.5% to the holders of Series B Units pro rata in proportion to their respective Class B Unit Sharing Percentages. (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 8.02(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Period (or if there was a net decrease in Minimum Gain for a prior Fiscal Period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 8.02(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 8.02(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 8.02(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Period (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 9.28.02(d)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 8.02(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 8.02(a) and Section 8.02(b), no allocation Losses or other items of Loss loss or expense shall be made allocated to a any Member if it to the extent that such allocation would cause such Member to have a negative deficit balance in its “Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account” ) at the end of such Fiscal Period. All Losses and other items of loss and expense in excess of the limitation set forth in this Section 8.02(e) shall be allocated to the Members who do not have a deficit balance in their Adjusted Capital Accounts in proportion to their relative positive Adjusted Capital Accounts but only to the extent that such Losses and other items of loss and expense do not cause any such Member to have a deficit in its Adjusted Capital Account. (as such term is defined in clause (cf) belowNotwithstanding any provision hereof to the contrary except Section 8.02(c), decreased by reasonably expected adjustmentsSection 8.02(d) and Section 8.02(e) of this Agreement, allocations and distributions a Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation §§ 1.704 Section 1.704-1(b)(2)(ii)(d)(4), (5) and or (6)) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, immediately following including gross income, and gain for the Fiscal Period) in an amount and manner sufficient to eliminate any deficit balance in such allocation. Allocations of Losses that would Member’s Adjusted Capital Account as quickly as possible; provided that, an allocation pursuant to this Section 8.02(f) shall be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 only if and to the extent not inconsistent with that such Member would have deficit Adjusted Capital Account balance after all other allocations provided for in this Article VIII have been tentatively made as if this Section 9.3(b)8.02(f) were not in this Agreement. This Section 8.02(f) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (g) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any Fiscal Period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 8.02(g) shall be made only if and to the extent that such Member would have a deficit balance in its Capital Account after all other allocations provided for in this Article VIII have been tentatively made as if Section 8.02(f) and this Section 8.02(g) were not in this Agreement. (h) To the extent allocations an adjustment to the adjusted tax basis of Losses cannot any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be made taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Units, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members because of this Section 9.3(b), asset) or loss (if the adjustment decreases such allocations basis) and such gain or loss shall be made allocated to the Members in accordance with Treasury Regulation Section 9.21.704-1(b)(2)(iv)(m)(2) if such Section applies, as applicableor to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (i) If any Class B Units held by any holder of Class B Units are forfeited or redeemed by the Company, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) such holder shall be allocated among items of loss and deduction in the Members Fiscal Period of such forfeiture or redemption in a manner so as to offset the allocations of Losses previously made an amount equal to the Members pursuant portion of such holder’s Capital Account attributable to this Section 9.3(b)such forfeited Units reduced, but not below zero, by the amount of any redemption price paid by the Company for such Units. (cj) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s If, as a result of an exercise of a noncompensatory warrant or option to acquire an interest in the Company, a Capital Account at such time increased by the sum of (areallocation is required under Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3) the amount of such Member’s share of partnership minimum gain (as defined in such Proposed Treasury Regulation §may be amended or modified, including upon the issuance of temporary or final Treasury Regulations), the Company shall make corrective allocations pursuant to Proposed Treasury Regulation Section 1.704-2(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)1(b)(4)(x), and decreased by reasonably expected adjustmentsas such Proposed Treasury Regulation may be amended or modified, allocations and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)including upon the issuance of temporary or final Treasury Regulations.

Regulatory Allocations. The following allocations shall be made in the following order: (a) The Members intend that the allocations pursuant to this Section 9.3 Nonrecourse Deductions shall be equivalent allocated to allocations that are or are deemed to be the Members in accordance with the “partners interests in the partnership” within the meaning of Regulations §§ 1.704-1(b) and 1.704-2, and the Board shall make such changes in the allocations pursuant to this Section 9.3 as it believes are reasonably necessary to meet the requirements of such Regulations, including, without limitation the provisions related to qualified income offsets, the allocations of partner non recourse debt and to the minimum gain chargebacks.their respective Percentage Interests. LIMITED LIABILITY COMPANY AGREEMENT ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC (b) Member Nonrecourse Deductions attributable to Member Nonrecourse Debt shall be allocated to the Members bearing the Economic Risk of Loss for such Member Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Member bears the Economic Risk of Loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the Economic Risk of Loss. This Section 6.4(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith. (c) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a Fiscal Year (or if there was a net decrease in Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 6.4(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 6.4(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (d) Notwithstanding any provision hereof to the contrary except Section 6.4(c) (dealing with Minimum Gain), if there is a net decrease in Member Nonrecourse Debt Minimum Gain for a Fiscal Year (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Fiscal Year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Members under this Section 9.26.4(d), no allocation items of Loss income and gain shall be made allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 6.4(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (e) Notwithstanding any provision hereof to the contrary except Section 6.4(c) and Section 6.4(d) (dealing with Minimum Gain and Member Nonrecourse Debt Minimum Gain), a Member 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)who unexpectedly receives an adjustment, decreased by reasonably expected adjustments, allocations and distributions allocation or distribution described in Treasury Regulation §§ 1.704 Section 1.704-1(b)(2)(ii)(d)(4), (5) and or (6)) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, immediately following including gross income, and gain for the Fiscal Year or other period) in an amount and manner sufficient to eliminate any deficit balance in such allocationMember’s Adjusted Capital Account as quickly as possible. Allocations This Section 6.4(e) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. (f) In the event that any Member has a negative Adjusted Capital Account at the end of Losses any Fiscal Year, such Member shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that would an allocation pursuant to this Section 6.4(f) shall be made to a Member but for this Section 9.3(b) shall instead be made to other Members pursuant to Section 9.2 only if and to the extent not inconsistent with that such Member would have a negative Adjusted Capital Account after all other allocations provided for in this Section 9.3(b)6.4(f) have been tentatively made as if Section 6.4(e) and this Section 6.4(f) were not in this Agreement. LIMITED LIABILITY COMPANY AGREEMENT ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC (g) To the extent allocations an adjustment to the adjusted tax basis of Losses cannot any Company properties pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be made taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the Members because of this Section 9.3(b), asset) or loss (if the adjustment decreases such allocations basis) and such gain or loss shall be made allocated to the Members in accordance with Treasury Regulation Section 9.21.704-1(b)(2)(iv)(m)(2) if such Section applies, as applicable, notwithstanding this Section 9.3(b). Allocations of Profits following any allocations of Losses subject to this Section 9.3(b) shall be allocated among the Members in a manner so as to offset the allocations of Losses previously made or to the Members pursuant Member to this whom such distribution was made if Treasury Regulation Section 9.3(b). (c) A Member’s “Adjusted Capital Account” at any time shall mean such Member’s Capital Account at such time increased by the sum of (a) the amount of such Member’s share of partnership minimum gain (as defined in Regulation §1.704-2(g)(l1(b)(2)(iv)(m)(4) 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 and distributions described in Regulation §§ 1.704 1(b)(2)(ii)(d)(4), (5) and (6)applies.