Limited Liability Company Agreement

　　(2) second, to the holders of the common units, proportionately.

　　9.2 special allocations to capital accounts. notwithstanding section 9.1 hereof:

　　(a) in the event that any equity owner unexpectedly receives any adjustments, allocations or distributions described in sections 1.7041(b)(2)(ii)(d)(4), (5), or (6) of the regulations, which create or increase a deficit capital account of such equity owner, 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 year and, if necessary, for subsequent years) shall be specially allocated to such equity owner in an amount and manner sufficient to eliminate, to the extent required by the regulations, the deficit capital account so created as quickly as possible. it is the intent that this section 9.2(a) be interpreted to comply with the alternate test for economic effect set forth in section 1.7041(b)(2)(ii)(d) of the regulations.

　　(b) the losses allocated pursuant to section 9.1 hereof shall not exceed the maximum amount of losses that can be so allocated without causing any　member to have a deficit capital account at the end of any fiscal year. in the event that some, but not all, of the members would have deficit capital accounts as a consequence of an allocation of losses pursuant to section 9.1 hereof, the limitation set forth in the preceding sentence shall be applied on a member by member basis so as to allocate the maximum permissible losses to each member

　　under section 1.7041(b)(2)(ii)(d) of the regulations. all losses in excess of the limitation set forth in this section 9.2(b) shall be　allocated to the members in proportion to their respective positive capital account balances, if any, and thereafter to the members in accordance with their interests in the　company as determined by the manager in their reasonable discretion. in the event that any equity owner would have a deficit capital account at the end of any fiscal year which is in excess of the sum of any amount, if any, that such equity owner is obligated to restore to the company under section 1.7041(b)(2)(ii)(c) of the regulations and such equity owner's share of company minimum gain as defined in section 1.7042(g)(1) of the regulations (which is also treated as an obligation to restore in accordance with section 1.7041(b)(2)(ii)(d) of the regulations), the capital account of such equity owner shall be specially credited with items of company income (including gross income) and gain in the amount of such excess as quickly as possible.