Common use of Section 754 Adjustment Clause in Contracts

Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 743(b) or Code Section 734(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 a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant such applicable Section of the Regulations.

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 743(b734(b) or Code Section 734(b743(b) is required, pursuant to Regulations Section 1.704-1.704- 1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1.704- 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 a manner consistent accordance with their LLC Units in the manner in which their Capital Accounts are required to be adjusted pursuant such applicable event that Regulations Section of the Regulations.1.704- 1(b)(2)(iv)(m)

Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 743(b) or Code Section 734(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 his, her or 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 a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant such applicable Section of the Regulations.

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 743(b734(b) or Code Section 734(b743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(21(b) (2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(41.704- 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 a manner consistent accordance with their LLC Units in the manner in which their Capital Accounts are required to be adjusted pursuant such applicable event that Regulations Section of the Regulations.1.704- 1(b) (2)(iv)(m)

Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 743(b734(b) or Code Section 734(b743(b) is required, pursuant to Regulations Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(21.704 l(b)(2)(iv)(m)(2) or Regulations Treasury Regulation 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 a manner consistent accordance with their interests in the manner Company in which their Capital Accounts are required to be adjusted pursuant such applicable the event that Treasury Regulation Section of the Regulations.1.704 l(b)(2)(iv)(m)

Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 743(b734(b) or Code Section 734(b743(b) is required, pursuant to Regulations Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Treasury Regulation 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 a manner consistent accordance with their Percentage Interests in the manner in which their Capital Accounts are required to be adjusted pursuant such applicable event that Treasury Regulation Section of the Regulations.1.704-1(b)(2)(iv)(m)

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset Asset pursuant to Code Section 743(b734(b) or Code Section 734(b743(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 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 accordance with their interests in the manner Company in which their Capital Accounts are required to be adjusted pursuant such applicable the event that Regulations Section of the Regulations.1.704-1(b)(2)(iv)(m)

Section 754 Adjustment. To the extent an adjustment to the adjusted ----------------------- tax basis of any Company asset pursuant to Code Section ss. 734(b) or ss. 743(b) or of the Code Section 734(b) is required, pursuant to Regulations Section Treasury Regulation ss. 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member Unit Holder in complete liquidation of his, her or 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 such asset) or loss (if the adjustment decreases such basis) ), and such gain or loss shall be specially allocated to the Members Unit Holders in a manner consistent accordance with their interests in the manner Company in which their Capital Accounts are required to be adjusted pursuant such applicable Section of the Regulations.event that Treasury Regulation ss. 1.704-1(b)(2)(iv)(m)

Section 754 Adjustment. To the extent that an adjustment to ---------------------- the adjusted tax basis of any Company asset pursuant to Code Section 743(b734(b) or Code Section 734(b743(b) is required, pursuant to Regulations Section 1.704-1.704- 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 a manner consistent accordance with their LLC Units in the manner in which their Capital Accounts are required to be adjusted pursuant such applicable event that Regulations Section of the Regulations.1.704-1(b)(2)(iv)(m)

Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 743(b734(b) or Code Section 734(b743(b) is required, pursuant to Treasury 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 a 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 specifically allocated to the Members in a manner consistent accordance with the manner in which their Capital Accounts are required to be adjusted pursuant such applicable Section of the Regulations.respective Percentage

Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset asset, pursuant to Code Section 743(b734(b) or Code Section 734(b743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution Distribution to a Member Holder in complete liquidation of its such Holder’s interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members Holders in a manner consistent accordance with their interests in the manner Company in which their Capital Accounts are required to be adjusted pursuant such applicable the event Treasury Regulations Section of the Regulations.1.704-1(b)(2)(iv)(m)

Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset Property pursuant to Code Section 743(b734(b) or Code Section 734(b743(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 interest in the Companyhis 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 assetProperty) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent accordance with their interests in the manner Company in which their Capital Accounts are required to be adjusted pursuant such applicable the event that Treasury Regulations Section of the Regulations.1.704- 1(b)(2)(iv)(m)

Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 743(bSections 734(b) or Code Section 734(b743(b) is required, pursuant to Regulations Section 1.704Sections l.704-1(b)(2)(iv)(m)(2l(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4)(4) of the Regulations, to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its his or her 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 applicable Section Sections of the Regulations.

Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 743(b734(b) or Code Section 734(b743(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 his 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 accordance with their Percentage Interests in the manner in which their Capital Accounts are required to be adjusted pursuant such applicable event that Treasury Regulations Section of the Regulations.1.704-1(b)(2)(iv)(m)

Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 743(b734(b) or Code Section 734(b743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(21(b) (2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(41.704- 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 a manner consistent accordance with their LLC Units in the manner in which their Capital Accounts are required to be adjusted pursuant such applicable event that Regulations Section of the Regulations.1.704-1(b) (2)(iv)(m)