Great Lakes Dredge & Dock (GLDD)

4.3           Other Allocation Rules.

(a)           In the event Members are admitted to the Company pursuant to this Agreement on different dates, the Company items of income, gain, loss, deduction and credit allocated to the Members for each Company taxable year during which Members are so admitted shall be allocated among the Members using any convention permitted by Code Section 706 and selected by NASDI Holdings.

(b)           In the event a Member Transfers its Interest during a Company taxable year, the allocation of Company items of income, gain, loss, deduction and credit allocated to such Member and its Transferee for such Company taxable year shall be made between such Member and its Transferee in accordance with Code Section 706 using any convention permitted by Code Section 706 and selected by NASDI Holdings.

(c)           For purposes of Regulations Section 1.752-3(a)(3), the Members agree that excess “excess Nonrecourse Liabilities” shall be allocated pursuant to any method permitted under Regulations Section 1.752-3(a)(3) as selected by NASDI Holdings.

(d)           To the extent permitted by Regulations Sections 1.704-2(h)(3) and 1.704-2(i)(6), the Members shall endeavor to treat distributions of Available Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Partner Nonrecourse Debt only to the extent that such distribution would not cause or increase an Adjusted Capital Account deficit for any Member.