THIS SECTION 7.2(F) AND SECTIONS 7.2(D) AND (E), IF THERE
IS A NET INCREASE IN MINIMUM GAIN OF THE COMPANY DURING A TAXABLE YEAR OF THE
COMPANY THAT IS ATTRIBUTABLE TO MEMBER-FUNDED DEBT THEN FIRST DEPRECIATION, TO
THE EXTENT THE INCREASE IN SUCH MINIMUM GAIN IS ALLOCABLE TO DEPRECIABLE
PROPERTY, AND THEN A PROPORTIONATE PART OF OTHER DEDUCTIONS AND EXPENDITURES
DESCRIBED IN SECTION 705(A)(2)(B) OF THE CODE, SHALL BE ALLOCATED TO THE LENDING
OR GUARANTEEING MEMBER (AND TO JOINT LENDERS OR GUARANTORS IN PROPORTION TO
THEIR RELATIVE OBLIGATIONS), PROVIDED THAT THE TOTAL AMOUNT OF DEDUCTIONS SO
ALLOCATED FOR ANY YEAR SHALL NOT EXCEED THE INCREASE IN MINIMUM GAIN
ATTRIBUTABLE TO SUCH MEMBER-FUNDED DEBT IN SUCH YEAR.
(V)
ANY SPECIAL ALLOCATION UNDER SECTIONS
7.2(F)(II) THROUGH (IV) SHALL BE TAKEN INTO ACCOUNT IN COMPUTING SUBSEQUENT
ALLOCATIONS OF PROFITS AND LOSSES OF ANY ITEM THEREOF PURSUANT TO THIS ARTICLE 7
SO THAT THE NET AMOUNT OF ANY ITEMS SO ALLOCATED AND THE PROFITS, LOSSES AND ALL
ITEMS THEREOF ALLOCATED TO EACH MEMBER PURSUANT TO THIS ARTICLE 7 SHALL, TO THE
EXTENT PERMISSIBLE UNDER SECTIONS 704(B) AND 514(C)(9) OF THE CODE AND THE
TREASURY REGULATIONS PROMULGATED THEREUNDER, BE EQUAL TO THE NET AMOUNT THAT
WOULD HAVE BEEN ALLOCATED TO EACH MEMBER PURSUANT TO THIS ARTICLE 7 IF SUCH
SPECIAL ALLOCATION HAD NOT OCCURRED.
(VI)
IN THE EVENT MLPC RECEIVES A DISTRIBUTION
PURSUANT TO SECTION 8.1(A)(VI), INCOME AND GAIN SHALL BE SPECIFICALLY ALLOCATED
TO MLPC IN THE MINIMUM AMOUNT REQUIRED TO CAUSE THE CUMULATIVE AMOUNTS OF ITEMS
OF INCOME AND GAIN ALLOCATED TO MLPC SINCE THE DATE OF THIS AGREEMENT PURSUANT
TO THIS SECTION 7.2(F)(VI) TO EQUAL THE CUMULATIVE AMOUNT OF THE DISTRIBUTION TO
MLPC PURSUANT TO SECTION 8.1(A)(VI).
(VII)
THE MEMBERS INTEND THAT THE ALLOCATIONS PROVIDED
FOR IN THIS ARTICLE 7 SHOULD CAUSE THE CAPITAL ACCOUNT OF EACH MEMBER
IMMEDIATELY PRIOR TO THE LIQUIDATION OF THE COMPANY (AFTER MAKING ALLOCATIONS
UNDER THIS ARTICLE 7 FOR THE YEAR OF THE LIQUIDATION) TO BE EQUAL TO THE
LIQUIDATING DISTRIBUTIONS TO BE RECEIVED BY SUCH MEMBER PURSUANT TO SECTION
10.3(3) HEREOF. IF ANY MEMBER'S CAPITAL ACCOUNT AT SUCH TIME DIFFERS FROM THE
LIQUIDATING DISTRIBUTIONS TO BE RECEIVED BY SUCH MEMBER PURSUANT TO SECTION
10.3(3) HEREOF, THEN NOTWITHSTANDING THE ALLOCATION PROVISIONS OF THIS ARTICLE 7
BUT SUBJECT TO THE LIMITATIONS IN THIS SECTION 7.2(F), THE COMPANY SHALL
SPECIALLY ALLOCATE PROFITS AND LOSSES (INCLUDING, IF NECESSARY, GROSS ITEMS OF
INCOME AND DEDUCTION) TO THE MEMBERS IN THE YEAR OF ITS LIQUIDATION AS IS
NECESSARY TO CAUSE THE CAPITAL ACCOUNT OF EACH MEMBER TO BE EQUAL (OR, IF NOT
POSSIBLE, AS CLOSE TO EQUAL AS POSSIBLE) TO THE LIQUIDATING DISTRIBUTIONS TO BE
RECEIVED BY SUCH MEMBER PURSUANT TO SECTION 10.3(3) HEREOF.
(G)
NO MEMBER SHALL BE RESPONSIBLE TO RESTORE OR
REPAY TO THE COMPANY OR ANY OTHER MEMBER ANY DEFICIT IN SUCH MEMBER'S CAPITAL
ACCOUNT EXISTING AT ANY TIME.
55
ARTICLE 8
APPLICATIONS AND DISTRIBUTIONS OF AVAILABLE CASH
8.1
APPLICATIONS AND DISTRIBUTIONS.
(A)
DISTRIBUTIONS OF AVAILABLE CASH FLOW AND