Limited Liability Company Agreement

　　(e) items of company loss, deduction and expenditures described in section 705(a)(2)(b) of the code which are attributable to any nonrecourse debt of the company and are characterized as partner nonrecourse deductions under section 1.7042(i) of the regulations shall be allocated to the equity owners' capital accounts in accordance with said section 1.7042(i) of the regulations.

　　(f) beginning in the first taxable year in which there are allocations of 'nonrecourse deductions' (as described in section 1.7042(b) of the regulations), such deductions shall be allocated to the equity owners in the same manner as loss is allocated for such period.

　　(g) to the extent that 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 1.7041(b)(2)(iv)(m)(2) or 1.7041(b)(2)(iv)(m)(4) of the regulations, to be taken into account in determining capital accounts as the result of a distribution to an equity owner in complete liquidation of its ownership 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 specially allocated to the equity owners in accordance with their interests in the company in the event section 1.7041(b)(2)(iv)(m)(2) of the regulations applies, or to the equity owner to whom such distribution was made in the event section 1.7041(b)(2)(iv)(m)(4) of the regulations applies.

　　(h) any income, gain, loss or deduction realized by the company as a direct or indirect result of the issuance of an interest in the company by the company to an equity owner (the 'issuance items') shall be allocated among the equity owners so that, to the extent possible, capital accounts of the equity owners with respect to each their common units (i.e., determined without regard to the portion of an equity owner's capital account which is determined with reference to such equity owner's preferred units) is proportionate.

　　9.3 credit or charge to capital accounts. any credit or charge to the capital accounts of the equity owners pursuant to sections 9.2(a), 9.2(b), 9.2(c), 9.2(d), 9.2(e), 9.2(f) and 9.2(g) ('regulatory allocations') hereof shall be taken into account in computing subsequent allocations of profits and losses pursuant to section 9.1, so that the net amount of any items charged or credited to capital accounts pursuant to section 9.1 and the regulatory allocations hereof and this section 9.3 shall to the extent possible, be equal to the net amount that would have been allocated to the capital account of each equity owner pursuant to the provisions of this article 9 if the special allocations required by the regulatory allocations hereof had not occurred.