If any holder forfeits (or has repurchased at less than fair market value) all or a portion of such holder’s Partnership Units, the Partnership shall make forfeiture allocations to such holder in the manner and to the extent required by proposed Regulations [Section 1.704-1(b)(4)(xii)])] (as such proposed Regulations may be amended or modified, including upon the issuance of temporary or final Treasury Regulations).

Curative Allocations. The allocations set forth in [Section 6.1C], [Section 6.1D] and [Section 6.1E] hereof (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Regulations [Sections 1.704-1(b) and 1.704-2]2]2]2]. Notwithstanding the provisions of this [Section 6.1] and [Section 6.2] hereof, the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and expense among the Holders so that to the extent possible without violating the requirements giving rise to the Regulatory Allocations, the net amount of such allocations of other items and the Regulatory Allocations to each Holder shall be equal to the net amount that would have been allocated to each such Holder if the Regulatory Allocations had not occurred.

After giving effect to the special allocations set forth in [Section 6.1C] and [Section 6.1D] hereof, and the allocations of Profit under [Section 6.1A(1)] (including, for the avoidance of doubt, Liquidating Gains that are a component of Profit), and subject to the other provisions of this [Section 6.1], but before allocations of Profit are made under [Section 6.1A(2)], any remaining Liquidating Gains (or, in the case of any LTIP Unit issued prior to the date of this Agreement, Liquidating Losses) shall first be allocated among the Partners so as to cause, as nearly as possible, the Economic Capital Account Balance of each LTIP Unit Limited Partner, # to the extent attributable to such Limited Partner’s ownership of an LTIP Unit, to be equal to the Common Unit Economic Balance (determined after taking into account any additional allocations of Liquidating Gains or Liquidating Losses to be made with respect to Common Units after the application of this [Section 6.1I(1)] for the same period for which the allocations in this [Section 6.1I(1)] are being made) and # to the extent attributable to such Limited Partner’s ownership of an AOLTIP Unit, to be equal to the Common Unit Economic

Curative Allocations. Any special allocations of items of Income, gain, deduction or Loss pursuant to [Sections 4.5(b), (c), (d), (e) and (f)])])])])] shall be taken into account in computing subsequent allocations of income and gain pursuant to this Article IV, so that the net amount of any items so allocated and all other items allocated to each Member pursuant to this Article IV 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 Article IV if such adjustments, allocations or distributions had not occurred. No allocations pursuant to [Sections 4.5(b) and (c)])] shall be made prior to the Fiscal Year or other taxable period during which there is a net decrease in Company Minimum Gain or Member Minimum Gain, respectively, and in any such case then only to the extent necessary to avoid the potential distortion. In addition, allocations pursuant to this [Section 4.5(g)] with respect to Nonrecourse Deductions in [Section 4.5(e)] and Member Nonrecourse Deductions in [Section 4.5(f)] shall be deferred to the extent the Members reasonably determine that such allocations are likely to be offset by subsequent allocations of Company Minimum Gain or Member Minimum Gain, respectively.

Curative Allocations. The allocations set forth in [Sections 5.1(b) and 5.1(c)])] of this Agreement (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. The General Partner is authorized to offset all Regulatory Allocations either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss or deduction pursuant to this [Section 5.1(g)]. Therefore, notwithstanding any other provision of this Section 5.1 (other than the Regulatory Allocations), the General Partner shall make such offsetting special allocations of Partnership income, gain, loss or deduction in whatever manner it deems appropriate so that, after such offsetting allocations are made, each Partner’s Capital Account is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of this Agreement and all Partnership items were allocated pursuant to [Sections 5.1(a), 5.1(d) and 5.1(e)])].

Curative Allocations. The allocations set forth in Section 1.A through 1.F of this [Exhibit C] (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations under Section 704(b) of the Code. The Regulatory Allocations may not be consistent with the manner in which the Partners intend to divide Partnership distributions. Accordingly, the General Partner is hereby authorized to

If any holder forfeits (or has repurchased at less than fair market value) all or a portion of such holder’s Partnership Units, the Partnership shall make forfeiture allocations to such holder in the manner and to the extent required by proposed Regulations [Section 1.704-1(b)(4)(xii)])] (as such proposed Regulations may be amended or modified, including upon the issuance of temporary or final Treasury Regulations).

Forfeiture Allocations. Upon a forfeiture of any Unvested LTIP Units by any Partner, gross items of income, gain, loss or deduction shall be allocated to such Partner if and to the extent required by final Regulations promulgated after January 31, 2017 to ensure that allocations made with respect to all unvested Partnership Interests are recognized under Code [Section 704(b)].

Tax Allocations. Tax allocations of each item of income, gain, loss, or deduction of the Company for federal income tax purposes for each fiscal year or other accounting period of the Company shall be made consistent with and in the same proportion as the corresponding allocations of such items of income, gain, loss or deduction that are made pursuant to [Sections 7.2 and 7.3]3] for such year or period, except that, solely for tax purposes, items of income, expense, gain and loss with respect to assets of the Company reflected hereunder in the Members’ Capital Accounts and on the books of the Company at values that differ from the Company’s adjusted tax basis in such assets shall be allocated among the Members so as to take account of those differences in a manner which will comply with Code [Sections 704(b) and 704(c)])] and the Regulations promulgated thereunder as determined in good faith by the Board of Managers.

Losses attributable to partner nonrecourse debt (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). If there is a net decrease during a Taxable Year in partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(3)), Profits for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the holders of Units in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(i)(4). This [Section 4.3(a)] is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(i)(4), and shall be interpreted in a manner consistent therewith.