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Federal Register / Vol. 86, No. 152 / Wednesday, August 11, 2021 / Notices maintenance of Capital Accounts are intended to comply with Treasury Regulation section 1.7041b promulgated under section 704b of the Code, and shall be interpreted and applied in a manner consistent with such Treasury Regulations.
Section 8.2 Additional Capital Contributions.
Except with the approval of the Operating Committee or as otherwise provided in this Section 8.2, no Member shall be obligated or permitted to make any additional contribution to the capital of the Company.
The Members agree to make additional Capital Contributions from time to time as appropriate in respect of reasonable administrative and other reasonable expenses of the Company.
Section 8.3 Distributions.
Except as set forth in this Section 8.3 and Section 11.2, and subject to the provisions of Section 13.1, Distributions shall be made to the Members at the times and in the aggregate amounts set forth in Exhibit D.
Notwithstanding any provisions to the contrary contained in this Agreement, the Company shall not make a Distribution to a Member on account of its interest in the Company if such Distribution would violate Section 18607 of the Delaware Act or other Applicable Law. Distributions may be made in cash or, if determined by the Operating Committee, in-kind. The Operating Committee may reserve amounts for anticipated expenses or contingent liabilities of the Company. In the event that additional Capital Contributions are called for, and any Member fails to provide the full amount of such additional Capital Contributions as set forth in the relevant resolution of the Operating Committee, any Distributions to be made to such defaulting Member shall be reduced by the amount of any required but unpaid Capital Contribution due from such Member.
Article IX.
ALLOCATIONS

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Section 9.1 Calculation of Profits and Losses.
To the fullest extent permitted by Applicable Law, the profits and losses of the Company shall be determined for each fiscal year in a manner consistent with GAAP.
Section 9.2 Allocation of Profits and Losses.
a Except as otherwise set forth in this Section 9.2, for Capital Account purposes, all items of income, gain, loss, and deduction shall be allocated among the Members in accordance with Exhibit D.
b For federal, state and local income tax purposes, items of income, gain, loss, deduction, and credit shall be allocated to the Members in accordance with the allocations of the corresponding items for Capital Account purposes under this Section 9.2, except that items with respect to which there is a difference between tax and book basis will be allocated in accordance with Section 704c of the Code, the Treasury Regulations thereunder and Treasury Regulations Section 1.7041b4i.

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c Notwithstanding any provision set forth in this Section 9.2, no item of deduction or loss shall be allocated to a Member to the extent the allocation would cause a negative balance in such Members Capital Account after taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704
1b2iid4, 5 and 6 that exceeds the amount that such Member would be required to reimburse the Company pursuant to this Agreement or Applicable Law.
d In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.7041b2iid4, 5 and 6, items of the Companys income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate as quickly as possible any deficit balance in its Capital Account created by such adjustments, allocations or distributions in excess of that permitted under Section 109.2c. Any special allocations of items of income or gain pursuant to this Section 109.2d shall be taken into account in computing subsequent allocations pursuant to this Section 109.2 so that the net amount of any items so allocated and all other items allocated to each Member pursuant to this Section 109.2 shall, to the extent possible, be equal to the net amount that would have been allocated to each such Member pursuant to the provisions of this Section 109.2 if such unexpected adjustments, allocations or distributions had not occurred.

of the Company for purposes of Section 6223
of the Code and the Treasury Regulations promulgated thereunder, and all federal, state, and local Tax audits and litigation shall be conducted under the direction of the Partnership Representative.
b The Partnership Representative shall use reasonable efforts to inform each Member of all significant matters that may come to its attention by giving notice thereof and to forward to each Member copies of all significant written communications it may receive in such capacity. The Partnership Representative shall consult with the Members before taking any material actions with respect to tax matters, including actions relating to i an IRS examination of the Company commenced under Section 6231a of the Code, ii a request for administrative adjustment filed by the Company under Section 6227 of the Code, iii the filing of a petition for readjustment under Section 6234 of the Code with respect to a final notice of partnership adjustment, iv the appeal of an adverse judicial decision, and v the compromise, settlement, or dismissal of any such proceedings.
c The Partnership Representative shall not compromise or settle any tax audit or litigation affecting the Members without the approval of a majority of Members. Any material proposed action, inaction, or election to be taken by the Partnership Representative, including the election under Section 6226a1 of the Code, shall require the prior approval of a majority of Members.

Article X.

Article XI.

RECORDS AND ACCOUNTING; REPORTS

DISSOLUTION AND TERMINATION

Section 10.1 Accounting.
a The Operating Committee shall maintain a system of accounting which enables the Company to produce accounting records and information substantially consistent with GAAP. The Fiscal Year of the Company shall be the calendar year unless Applicable Law requires a different Fiscal Year.
b All matters concerning accounting procedures shall be determined by the Operating Committee.

Section 11.1 Dissolution of Company.
The Company shall dissolve, and its assets and business shall be wound up, upon the occurrence of any of the following events:
a Unanimous written consent of the Members to dissolve the Company;
b The sale or other disposition of all or substantially all the Companys assets outside the ordinary course of business;
c An event which makes it unlawful or impossible for the Company business to be continued;
d The withdrawal of one or more Members such that there is only one remaining Member; or e The entry of a decree of judicial dissolution under 18802 of the Delaware Act.

Section 10.2 Tax Status; Returns.
a It is the intent of this Company and the Members that this Company shall be treated as a partnership for federal, state and local income tax purposes. Neither the Company nor any Member shall make an election for the Company to be classified as other than a partnership pursuant to Treasury Regulations Section 301.77013 or otherwise.
b The Company shall cause federal, state, and local income tax returns for the Company to be prepared and timely filed with the appropriate authorities and shall arrange for the timely delivery to the Members of such information as is necessary for such Members to prepare their federal, state and local tax returns. All tax returns shall be prepared in a manner consistent with the Distributions made in accordance with Exhibit D.
Section 10.3 Partnership Representative.
a The Operating Committee shall appoint an entity as the Partnership Representative
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Section 11.2 Liquidation and Distribution.
Following the occurrence of an event described in Section 11.1, the Members shall appoint a liquidating trustee who shall wind up the affairs of the Company by i selling its assets in an orderly manner so as to avoid the loss normally associated with forced sales, and ii applying and distributing the proceeds of such sale, together with other funds held by the Company: a first, to the payment of all debts and liabilities of the Company; b second, to the establishments of any reserves reasonably necessary to provide for any contingent recourse liabilities and obligations; c third, to the Members in accordance with Exhibit D; and d fourth, to the Members as determined by a majority of Members.

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