the "Baseline Tax Deductions" shall mean the total amount of the tax deductions
that would have been allocated to the Class A Common Members if items of
Depreciation allocated under Section 6.3.7 had been allocated to the Class A
Common Members in accordance with their Percentage Interests for the Allocation
Periods ending prior to the Class C Common Change Date.
(d) For purposes of Sections 6.5.2(b) and 6.5.2(c), an increase or
decrease in taxable income or tax loss allocated in respect of an offsetting
special allocation refers to the increase or decrease in taxable income or tax
loss that is allocated in respect thereof for the same Allocation Period for
which such offsetting special allocation is made.
6.6 Other Allocation Rules.
6.6.1 Allocation of Items Included in Net Profits and Net Losses.
Whenever a proportionate part of the Net Profits or Net Losses is allocated to a
Member, every item of income, gain, loss, or deduction entering into the
computation of such Net Profits or Net Losses shall be credited or charged, as
the case may be, to such Member in the same proportion.
6.6.2 Allocations in Respect of a Transferred Membership Interest. If
any Membership Interest is transferred, or is increased or decreased by reason
of the admission of a new Member or otherwise, during any Allocation Period of
the Company, each item of income, gain, loss, deduction, or credit of the
Company for such Allocation Period shall be allocated among the Members, as
determined by the Manager in accordance with any method permitted by Code
Section 706(d) and the Regulations promulgated thereunder in order to take into
account the Members' varying interests in the Company during such Allocation
6.7 Tax Allocations.
6.7.1 Code Section 704(c). The allocations specified in this Agreement
shall govern the allocation of items to the Members for Code Section 704(b) book
purposes, and the allocation of items to the Members for tax purposes shall be
in accordance with such book allocations, except that solely for tax purposes
and notwithstanding any other provision of this Article VI:
(a) In accordance with Code Section 704(c) and the Regulations
thereunder, income, gain, loss, and deduction with respect to any property
contributed to the capital of the Company shall be allocated among the Members
so as to take account of any variation between the Basis of such property to the
Company and its initial Gross Asset Value.
(b) In the event the Gross Asset Value of any Company asset is
adjusted pursuant to Subsection 2 of the definition of Gross Asset Value,
subsequent allocations of income, gain, loss, and deduction with respect to such
asset shall take account of any variation between the Basis of such asset and
its Gross Asset Value in the same manner as under Code Section 704(c) and the