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income and gain pursuant to this Section 4.3.2 shall be made first from gain recognized from the <br /> disposition of Company assets subject to nonrecourse liabilities (within the meaning of the <br /> Regulations promulgated under Code Section 752), to the extent of the Minimum Gain <br /> attributable to those assets, and thereafter, from a pro rata portion of the Company's other items <br /> of income and gain for the taxable year. It is the intent of the parties hereto that any allocation <br /> pursuant to this Section 4.3.2 shall constitute a "minimum gain chargeback" under Regulation <br /> Section 1.704-2(f). <br /> 4.3.3. Contributed Property and Book-Ups. In accordance with Code Section <br /> 704(c) and the Regulations thereunder, as well as Regulation Section 1.704-1(b)(2)(iv)(d)(3), <br /> income, gain, loss, and deduction with respect to any property contributed (or deemed <br /> contributed) to the Company shall, solely for tax purposes, be allocated among the Interest <br /> Holders so as to take account of any variation between the adjusted basis of the property to the <br /> Company for federal income tax purposes and its fair market value at the date of contribution (or <br /> deemed contribution). If the adjusted book value of any Company asset is adjusted as provided <br /> herein, subsequent allocations of income, gain, loss, and deduction with respect to the asset shall <br /> take account of any variation between the adjusted basis of the asset for federal income tax <br /> purposes and its adjusted book value in the manner required under Code Section 704(c) and the <br /> Regulations thereunder. <br /> 4.3.4. Code Section 754 Adjustment. To the extent an adjustment to the tax basis <br /> of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, <br /> pursuant to Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining <br /> Capital Accounts, the amount of the adjustment to the Capital Accounts shall be treated as an <br /> item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment <br /> decreases basis), and the gain or loss shall be specially allocated to the Interest Holders in a <br /> manner consistent with the manner in which their Capital Accounts are required to be adjusted <br /> pursuant to that Section of the Regulations. <br /> 4.3.5. Nonrecourse Deductions. Nonrecourse Deductions for a taxable year or <br /> other period shall be specially allocated among the Interest Holders in proportion to their <br /> Percentages. <br /> 4.3.6. Member Loan Nonrecourse Deductions. Any Member Loan Nonrecourse <br /> Deduction for any taxable year or other period shall be specially allocated to the Interest Holder <br /> who bears the risk of loss with respect to the loan to which the Member Loan Nonrecourse <br /> Deduction is attributable in accordance with Regulation Section 1.704-2(b). <br /> 4.3.7. Guaranteed Payments. To the extent any compensation paid to any <br /> Member by the Company, including any fees payable to any Member pursuant to Section 5.3 <br /> hereof, is determined by the Internal Revenue Service not to be a guaranteed payment under <br /> Code Section 707(c) or is not paid to the Member other than in the Person's capacity as a <br /> Member within the meaning of Code Section 707(a), the Member shall be specially allocated <br /> gross income of the Company in an amount equal to the amount of that compensation, and the <br /> Member's Capital Account shall be adjusted to reflect the payment of that compensation. <br /> /0 <br />