Common use of Gross Income Allocation Clause in Contracts

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (x) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (y) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI have been made as if Section 6.03(d)(i) hereof and this Section 6.03(d)(ii) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement Agreement; and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii5.6(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Section 3 have been made as if Section 6.03(d)(i5.6(c) hereof and this Section 6.03(d)(ii5.6(d) were not in this Agreement.

Gross Income Allocation. In the event event, any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount any amounts such Member is obligated to restore pursuant to any provision this Operating Agreement, plus (ii) such Member’s distributive share of this Agreement and Company Minimum Gain as of such date, plus (yiii) the amount such Member is deemed to be obligated to restore Member’s share of Partner Minimum Gain determined pursuant to the penultimate sentence of Treasury Regulation Sections 1.704-2(g)(1) and Section 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii9.03(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI thisArticle IX have been made as if made, except assuming that Section 6.03(d)(i) hereof 9.03(c), and this Section 6.03(d)(ii9.03(d) were not contained in this Operating Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(ii6.06(d) shall be made only if and to the extent that such Member would have a deficit an Adjusted Capital Account balance Deficit in excess of such sum after all other allocations provided for in this Article VI have been made as if Section 6.03(d)(i6.06(c) hereof and this Section 6.03(d)(ii6.06(d) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which Fiscal Year that is in excess of the sum of (xi) the amount such Member is obligated to restore to the Company pursuant to any provision of this Agreement and Agreement, (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulation Sections Regulations Section 1.704-2(g)(1) and (iii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Section 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided, provided however, that an allocation pursuant to this Section 6.03(d)(ii) 6.2.4 shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI 6 have been tentatively made as if Section 6.03(d)(i) hereof 6.2.3 and this Section 6.03(d)(ii) 6.2.4 were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount (if any) such Member is obligated to restore pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(12(g)(l) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(iiA2(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Appendix 1 have been made as if Section 6.03(d)(iA2(c) hereof of this Appendix 1 and this Section 6.03(d)(iiA2(d) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii6.2(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI have been made as if Section 6.03(d)(i6.2(c) hereof and this Section 6.03(d)(ii6.2(d) were not in this Agreementapplicable.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (x1) the amount (if any) such Member is obligated to restore pursuant to any provision of this Agreement the Company, and (y2) the amount such Member is deemed to be obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided provided, that an allocation pursuant to this Section 6.03(d)(ii6.3.A(v) shall be made only if and only to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI 6 have been tentatively made as if Section 6.03(d)(i) hereof and this Section 6.03(d)(ii6.3.A(v) and Section 6.3.A(iv) were not in this Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Company fiscal taxable year which is in excess of the sum of (xi) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(ii4.2(f) shall be made only if and to the extent that such a Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI ARTICLE IV have been tentatively made as if Section 6.03(d)(i4.2(e) hereof and this Section 6.03(d)(ii4.2(f) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which that is in excess of the sum of (xi) the amount such Member is obligated to restore (pursuant to any provision of this Agreement such Member’s obligation to make a special contribution or otherwise), and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections Regulations section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided, provided that that, an allocation pursuant to this Section 6.03(d)(ii6.2(d) shall be made only if and only to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI have been tentatively made as if Section 6.03(d)(i6.2(c) hereof and this Section 6.03(d)(ii6.2(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (x) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (y) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI have been made as if Section 6.03(d)(i) hereof and this Section 6.03(d)(ii) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii6.3(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI 6 have been tentatively made as if this Section 6.03(d)(i6.3(d) and Section 6.3(c) hereof and this Section 6.03(d)(ii) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a ----------------------- deficit Capital Account at the end of any Company fiscal year which that is in excess of the sum of (x) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (y) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI have been made as if Section 6.03(d)(i) hereof and this Section 6.03(d)(ii) were not in this Agreement.

Gross Income Allocation. In the event any Member Unitholder has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member Unitholder is obligated to restore restore, if any, pursuant to any provision of this Agreement and (yii) the amount such Member Unitholder is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member Unitholder shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(ii7.4(d) shall be made only if and to the extent that such Member a Unitholder would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI VII have been tentatively made as if Section 6.03(d)(i7.4(c) hereof and this Section 6.03(d)(ii7.4(d) were not in this Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Company fiscal taxable year which is in excess of the sum of (xi) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(ii5.05(c) shall be made only if and to the extent that such a Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI V have been tentatively made as if Section 6.03(d)(i5.05(b) hereof and this Section 6.03(d)(ii5.05(c) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (x) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (y) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii6.3(d)(ii) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI have been made as if Section 6.03(d)(i6.3(d)(i) hereof and this Section 6.03(d)(ii6.3(d)(ii) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which Allocation Year that is in excess of the sum of (x) the amount such Member is expressly obligated to restore pursuant to any provision of this Agreement and (y) the amount such Member is deemed to be obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c) or either of the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii5.2(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI 5 have been made as if Section 6.03(d)(i5.2(c) hereof and this Section 6.03(d)(ii5.2(d) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, provided that an allocation pursuant to this Section 6.03(d)(ii7.02(d) shall be made only if and to the extent that such Member would have a deficit Adjusted Capital Account balance Deficit in excess of such sum after all other allocations provided for in this Article VI VII have been made as if Section 6.03(d)(i7.02(c) hereof and this Section 6.03(d)(ii7.02(d) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(ii7.02(d) shall be made only if and to the extent that such Member would have a deficit an Adjusted Capital Account balance Deficit in excess of such sum after all other allocations provided for in this Article VI VII have been made as if Section 6.03(d)(i7.02(c) hereof and this Section 6.03(d)(ii7.02(d) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (x) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (y) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii6.04(b)(ii) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI have been made as if Section 6.03(d)(i6.04(b)(i) hereof and this Section 6.03(d)(ii6.04(b)(ii) were not in this Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Company fiscal year which that is in excess of the sum of (x) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (y) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI have been made as if Section 6.03(d)(i) hereof and this Section 6.03(d)(ii) were not in this Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Company fiscal taxable year which is in excess of the sum of (xi) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections Regulations Section 1.704-2(g)(1) and 1.704-1.704- 2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(ii5.05(c) shall be made only if and to the extent that such a Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI V have been tentatively made as if Section 6.03(d)(i5.05(b) hereof and this Section 6.03(d)(ii5.05(c) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided, provided however, that an allocation pursuant to this Section 6.03(d)(ii4.7(d) shall be made only if and to the extent that such a Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI IV have been tentatively made as if Section 6.03(d)(i4.7(c) hereof and this Section 6.03(d)(ii4.7(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which Taxable Year that is in excess of the sum of (xi) the amount such the Member is obligated to restore pursuant to any provision of this Agreement and (yii) the amount such the Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of the Treasury Regulation Sections Regulations 1.704-2(g)(1) and 1.704-2(i)(5), each such the Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii5.6(D) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI ARTICLE V have been tentatively made as if Section 6.03(d)(i5.6(C) hereof and this Section 6.03(d)(ii5.6(D) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in its Capital Account at the end of any Company fiscal year which is taxable period in excess of the sum of (xA) the amount such Member is obligated required to restore pursuant to any provision the provisions of this Agreement and (yB) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulation Sections Section 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company the Company’s gross income and gain in the amount of such excess as quickly as possible; provided, provided that an allocation pursuant to this Section 6.03(d)(ii6.1(d)(v) shall be made only if and to the extent that such Member would have a deficit balance in its Capital Account balance in excess of such sum as so adjusted after all other allocations provided for in this Article VI Section 6.1 have been tentatively made as if Section 6.03(d)(i6.1(d)(iv) hereof and this Section 6.03(d)(ii6.1(d)(v) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of of: (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain Gross Income in the amount of such excess as quickly as possible, provided provided, that an allocation pursuant to this Section 6.03(d)(ii8.02(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Section 8.02 have been made as if Section 6.03(d)(i8.02(c) hereof and this Section 6.03(d)(ii8.02(d) were not contained in this Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Company fiscal year Tax Year which is in excess of the sum of (xi) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(ii5.05(c) shall be made only if and to the extent that such a Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI V have been tentatively made as if Section 6.03(d)(i5.05(b) hereof and this Section 6.03(d)(ii5.05(c) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account capital account at the end of any Company fiscal year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections Treas. Reg. Section 1.704-2(g)(1) and 1.704-1.704- 2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii) paragraph 5.6.4 shall be made only if and to the extent that such Member would have a deficit Capital Account balance capital account in excess of such sum after all other allocations provided for in this Article VI these Regulatory Allocations have been made as if Section 6.03(d)(i) hereof paragraph 5.6.3 and this Section 6.03(d)(ii) paragraph 5.6.4 were not in this the Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided, provided that an allocation pursuant to this Section 6.03(d)(ii5.05(c) shall be made only if and to the extent that such a Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI V have been tentatively made as if Section 6.03(d)(i5.05(b) hereof and this Section 6.03(d)(ii5.05(c) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which Fiscal Year that is in excess of the sum of (xi) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(ii7.2(d) shall be made only if and to the extent that such a Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI 7 have been tentatively made as if Section 6.03(d)(i7.2(c) hereof and this Section 6.03(d)(ii7.2(d) were not in this Agreement.

Gross Income Allocation. In the event that any Member has a deficit Deficit Capital Account at the end of any Company fiscal year Allocation Period which is in excess of the sum of (x) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (y) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii6.3(b)(iv) shall be made only if and to the extent that such Member would have a deficit Deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Section 6.3 have been made as if Section 6.03(d)(i6.3(b)(iii) hereof and this Section 6.03(d)(ii6.3(b)(iv) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement LLC Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii5.2(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Section 5 have been made as if Section 6.03(d)(i5.2(c) hereof and this Section 6.03(d)(ii5.2(d) were not in this LLC Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (x) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (y) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii8.03(d)(ii) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI VIII have been made as if Section 6.03(d)(i8.03(d)(i) hereof and this Section 6.03(d)(ii8.03(d)(ii) were not in this Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(ii5.05(c) shall be made only if and to the extent that such a Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI ARTICLE V have been tentatively made as if Section 6.03(d)(i5.05(b) hereof and this Section 6.03(d)(ii5.05(c) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal taxable year which that is in excess of the sum of (xi) the amount such Member is obligated to restore (pursuant to any provision the terms of this Agreement or otherwise) and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(iiSubsection 5.3(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI 5 have been made as if Section 6.03(d)(iSubsections 5.3(c) hereof and 5.3(h) and this Section 6.03(d)(iiSubsection 5.3(d) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which Fiscal Year that is in excess of the sum of (x1) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement Agreement, and (y2) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided, provided that an allocation pursuant to this Section 6.03(d)(ii7.2(a)(iv) shall be made only if and to the extent that such a Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI 8 have been tentatively made as if Section 6.03(d)(i7.2(a)(iii) hereof and this Section 6.03(d)(ii7.2(a)(iv) were not in this Agreement.;

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, each such Member shall be specially allocated items of Company Membership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii2.4(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI 2 have been made as if Section 6.03(d)(i2.4(c) hereof and this Section 6.03(d)(ii2.4(d) were not in this the Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Company fiscal year which year, and such deficit Capital Account is in excess of the sum of (xA) the amount such Member is obligated to restore pursuant to any provision provisions of this Agreement and (yB) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii5.5(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI V hereof have been made as if Section 6.03(d)(i5.5(a) hereof and this Section 6.03(d)(ii5.5(d) were not in this Agreement.;

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (x) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (y) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided provided, that an allocation pursuant to this Section 6.03(d)(ii8.03(d)(ii) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI VIII have been made as if Section 6.03(d)(i8.03(d)(i) hereof and this Section 6.03(d)(ii8.03(d)(ii) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year Allocation Period which is in excess of the sum of (x) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (y) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii6.3(b)(iv) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Section 6.3 have been made as if Section 6.03(d)(i6.3(b)(iii) hereof and this Section 6.03(d)(ii6.3(b)(iv) were not in this Agreement.

Gross Income Allocation. In the event any Member holder of Units has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (x) the amount such Member holder is obligated to restore pursuant to any provision of this Agreement Agreement, and (y) the amount such Member holder is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, each such Member holder shall be specially allocated items of Company Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii6.1(b)(iv) shall be made only if and to the extent that such Member holder would have a deficit Capital Account balance Deficit in excess of such sum after all other allocations provided for in this Article VI 6 have been made as if Section 6.03(d)(i6.1(b)(iii) hereof and this Section 6.03(d)(ii6.1(b)(iv) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which Fiscal Year that is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (yii) the amount such Member Limited Partner is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(ii5.2(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI V have been made as if Section 6.03(d)(i5.2(c) hereof and this Section 6.03(d)(ii5.2(d) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii7.2(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI VII have been made as if Section 6.03(d)(i7.2(c) hereof and this Section 6.03(d)(ii7.2(d) were not in this the Agreement.

Gross Income Allocation. In the event any a Member has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (xi) the amount such the Member is obligated to restore pursuant to any provision of this Agreement Limited Liability Company Agreement, and (yii) the amount such the Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Treas. Reg. Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such the Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii) 4.15 shall be made only if and to the extent that such the Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI IV have been made made, as if Section 6.03(d)(i) Article 4.12 hereof and this Section 6.03(d)(ii) 4.15 were not in this Limited Liability Company Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount any amounts such Member is obligated to restore pursuant to any provision this Agreement, plus (ii) such Member’s distributive share of this Agreement and Company Minimum Gain as of such date, plus (yiii) the amount such Member’s share of Member is deemed to be obligated to restore Minimum Gain determined pursuant to the penultimate sentence of Treasury Regulation Sections 1.704-2(g)(1) and Section 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii5.5(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI V have been made as if made, except assuming that Section 6.03(d)(i) hereof 5.5(c), and this Section 6.03(d)(ii5.5(d) were not contained in this Agreement.

Gross Income Allocation. In the event If any Member holding Common Units has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(ii5.05(c) shall be made only if and to the extent that such a Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI V have been tentatively made as if Section 6.03(d)(i5.05(b) hereof and this Section 6.03(d)(ii5.05(c) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of of: (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement Agreement; and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided, provided however, that an allocation pursuant to this Section 6.03(d)(ii7.2(e) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI VII have been tentatively made as if Section 6.03(d)(i7.2(d) hereof and this Section 6.03(d)(ii7.2(e) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account balance at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii6. 3(D) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Section 6.3 have been tentatively made as if Section 6.03(d)(i6.3(C) hereof and this Section 6.03(d)(ii6.3(D) were not in this the Agreement.. ​

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which that is in excess of the sum of of: (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement Agreement; and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii8(c)(iv) shall be made only if and only to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Section 8 have been tentatively made as if Section 6.03(d)(i8(c)(iii) hereof and this Section 6.03(d)(ii8(c)(iv) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account capital account at the end of any Company fiscal year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections §§ 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii5.2(c) shall be made only if and to the extent that such Member would have a deficit Capital Account balance capital account in excess of such sum after all other allocations provided for in this Article VI V have been made as if Section 6.03(d)(i) hereof and this Section 6.03(d)(ii5.2(c) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(12(g)(l) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii6.2(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI have been made as if Section 6.03(d)(i6.2(c) hereof and this Section 6.03(d)(ii6.2(d) were not in this the Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Company fiscal year Tax Year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any other provision of this Agreement and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, provided that an allocation pursuant to this Section 6.03(d)(ii8.01(c)(v) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Agreement have been made as if Section 6.03(d)(i8.01(c)(iv) hereof and this Section 6.03(d)(ii8.01(c)(v) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections §§1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, each such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, provided that however, an allocation pursuant to this Section 6.03(d)(ii4.5(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI ARTICLE 4 have been made as if Section 6.03(d)(i4.5(c) hereof and this Section 6.03(d)(ii4.5(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which that is in excess of the sum of (xi) the amount such Member is obligated to restore (pursuant to any provision of this Agreement such Member’s obligation to make a special contribution or otherwise), and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-Regulations section 1.704- 2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided, provided that that, an allocation pursuant to this Section 6.03(d)(ii6.2(d) shall be made only if and only to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI have been tentatively made as if Section 6.03(d)(i6.2(c) hereof and this Section 6.03(d)(ii6.2(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit ----------------------- Capital Account at the end of any Company fiscal year which that is in excess of the sum of (x) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (y) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI have been made as if Section 6.03(d)(i) hereof and this Section 6.03(d)(ii) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which that is in excess of the sum of (xi) the amount such Member is obligated to restore (pursuant to any provision of this Agreement such Member’s obligation to make a special contribution or otherwise), and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1Regulations section 1.704 -2(g)(1) and 1.704-2(i)(51.704 -2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided, provided that that, an allocation pursuant to this Section 6.03(d)(ii6.3(d) shall be made only if and only to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI have been tentatively made as if Section 6.03(d)(i6.2(c) hereof and this Section 6.03(d)(ii6.2(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which Taxable Year that is in excess of the sum of (xi) the amount such the Member is obligated to restore pursuant to any provision of this Agreement and (yii) the amount such the Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such the excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii10.6(d) shall be made only if and to the extent that such the Member would have a deficit Capital Account balance in excess of such this sum after all other allocations provided for in this Article VI X have been made as if Section 6.03(d)(i10.6(c) hereof and this Section 6.03(d)(ii10.6(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (xa) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (yb) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(ii) 2.4 shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in Article IX and this Article VI Exhibit A have been made as if Section 6.03(d)(i) hereof 2.3 of this Exhibit A and this Section 6.03(d)(ii) 2.4 were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount any amounts such Member is obligated to restore pursuant to any provision this Agreement, plus (ii) such Member’s distributive share of this Agreement and Company Minimum Gain as of such date, plus (yiii) the amount such Member’s share of Member is deemed to be obligated to restore Minimum Gain determined pursuant to the penultimate sentence of Treasury Regulation Sections 1.704-2(g)(1) and Section 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii8.6(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Section 8 have been made as if made, except assuming that Section 6.03(d)(i) hereof 8.5(c), and this Section 6.03(d)(ii8.5(d) were not contained in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement the Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii1.2(c)(iv) shall be made only if and only to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Section 1.2 have been tentatively made as if Section 6.03(d)(i1.2(c)(iii) hereof and this Section 6.03(d)(ii1.2(c)(iv) were not in this AgreementExhibit C-1.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Company fiscal taxable year which that is in excess of the sum of (xi) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, each such Member shall be specially specifically allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(ii6.2(d) shall be made only if and to the extent that such a Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Section 6 have been tentatively made as if Section 6.03(d)(i6.2(c) hereof and this Section 6.03(d)(ii6.2(d) were not included in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which Taxable Period that is in excess of the sum of (xi) the amount such Member is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (y) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess excess, as quickly as possible; provided, provided that an allocation pursuant to this Section 6.03(d)(ii5.3(c)(i)(D) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Section 5.3 have been tentatively made as if Section 6.03(d)(i5.3(c)(i)(C) hereof and this Section 6.03(d)(ii5.3(c)(i)(D) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account balance at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii6.3(D) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Section 6.3 have been tentatively made as if Section 6.03(d)(i6.3(C) hereof and this Section 6.03(d)(ii6.3(D) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which Fiscal Year that is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii6.2(a) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Section 6 have been made as if Section 6.03(d)(i) hereof and this Section 6.03(d)(ii6.2(a) and Section 6.2(b) were not in this the Agreement.

Gross Income Allocation. In the event any Member Holder has a deficit Capital Account at the end of any Company fiscal year which Taxable Year that is in excess of the sum of (xi) the amount such Member the Holder is obligated to restore pursuant to any provision of this Agreement and (yii) the amount such Member the Holder is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member Holder shall be specially allocated items of Company income and gain in the amount of such the excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii10.6(d) shall be made only if and to the extent that such Member the Holder would have a deficit Capital Account balance in excess of such this sum after all other allocations provided for in this Article VI X have been made as if Section 6.03(d)(i10.6(c) hereof and this Section 6.03(d)(ii10.6(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (x) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (y) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii6.3(d)(ii) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI 6 have been made as if Section 6.03(d)(i6.3(d)(i) hereof and this Section 6.03(d)(ii6.3(d)(ii) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account capital account at the end of any Company fiscal year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections §§ 1.704-2(g)(12(g)(l) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii5.2(c) shall be made only if and to the extent that such Member would have a deficit Capital Account balance capital account in excess of such sum after all other allocations provided for in this Article VI V have been made as if Section 6.03(d)(i) hereof and this Section 6.03(d)(ii5.2(c) were not in this Agreement.

Gross Income Allocation. In the event any Member holder of RP Units has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (xA) the amount such Member holder is obligated to restore pursuant to any provision of this Agreement Agreement, and (yB) the amount such Member holder is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, each such Member holder shall be specially allocated items of Company Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii6.1(b)(iv) shall be made only if and to the extent that such Member holder would have a deficit Capital Account balance Deficit in excess of such sum after all other allocations provided for in this Article VI 6 have been made as if Section 6.03(d)(i6.1(b)(iii) hereof and this Section 6.03(d)(ii6.1(b)(iv) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore (pursuant to any provision the terms of this Agreement such Member's Promissory Note or otherwise), and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii5.01(iv) shall be made only if and only to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Section 5 have been tentatively made as if Section 6.03(d)(i) hereof and this Section 6.03(d)(ii5.01(iv) and Section 5.01(iii) here of were not in this the Agreement.

Gross Income Allocation. In the event any Member holder of OP Units has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (xA) the amount such Member holder is obligated to restore pursuant to any provision of this Agreement Agreement, and (yB) the amount such Member holder is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, each such Member holder shall be specially allocated items of Company Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii6.1(b)(iv) shall be made only if and to the extent that such Member holder would have a deficit Capital Account balance Deficit in excess of such sum after all other allocations provided for in this Article VI 6 have been made as if Section 6.03(d)(i6.1(b)(iii) hereof and this Section 6.03(d)(ii6.1(b)(iv) were not in this the Agreement.

Gross Income Allocation. In the event that any Member has a deficit balance in its Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount (if any) such Member is obligated to restore to the Company pursuant to any provision of this Agreement and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), then each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided, provided that an allocation pursuant to this Section 6.03(d)(ii5.3(d) shall be made only if and to the extent that such Member would have a deficit in its Capital Account balance in excess of such sum after all other allocations provided for in this Article VI V have been tentatively made as if Section 6.03(d)(i5.3(c) hereof and this Section 6.03(d)(ii5.3(d) were not in this Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Company fiscal year which Allocation Year that is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii) 6.3.4 shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Section 6 have been made as if Section 6.03(d)(i) hereof 6.3.3 and this Section 6.03(d)(ii) 6.3.4 were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount any amounts such Member is obligated to restore pursuant to any provision this Agreement, plus (ii) such Member’s distributive share of this Agreement and Company Minimum Gain as of such date, plus (yiii) the amount such Member’s share of Member is deemed to be obligated to restore Minimum Gain determined pursuant to the penultimate sentence of Treasury Regulation Sections 1.704-2(g)(1) and Section 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii8.6(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Section 8 have been made as if made, except assuming that Section 6.03(d)(i) hereof 8.5(c), and this Section 6.03(d)(ii8.5(d) were not contained in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal taxable year which is in excess of the sum of (xi) the amount any amounts such Member is obligated to restore pursuant to any provision this Agreement, plus (ii) such Member’s distributive share of this Agreement and Company Minimum Gain as of such date, plus (yiii) the amount such Member’s share of Member is deemed to be obligated to restore Minimum Gain determined pursuant to the penultimate sentence of Treasury Regulation Sections 1.704-2(g)(1) and Section 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii8.4(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI 8 have been made as if made, except assuming that Section 6.03(d)(i) hereof 8.4(c), and this Section 6.03(d)(ii8.4(d) were not contained in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement Agreement, if any, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections Reg. §§ 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that that, an allocation pursuant to this Section 6.03(d)(ii4.1(c)(iii) shall be made only if and only to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Section 4.1 have been tentatively made as if Section 6.03(d)(i) hereof and this Section 6.03(d)(ii4.1(c)(iii) were was not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal taxable year which is in excess of the sum of (xi) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Treasury Regulations, each such Member shall be specially allocated items of Company partnership income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(ii) Subsection shall be made only if and to the extent that such a Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI ARTICLE VII have been tentatively made as if Section 6.03(d)(i7.01(d) hereof and this Section 6.03(d)(ii7.01(e) were not in this Agreement.

Gross Income Allocation. In the event If any Member has a deficit Adjusted Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(ii4.06(c) shall be made only if and to the extent that such a Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI IV have been tentatively made as if Section 6.03(d)(i4.06(b) hereof and this Section 6.03(d)(ii4.06(c) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided that, provided that an allocation pursuant to this Section 6.03(d)(ii6.6(d) shall be made only if and to the extent that such Member would have a deficit in such Member’s Adjusted Capital Account balance Balance in excess of such sum after all other allocations provided for in this Article VI 6 have been made as if Section 6.03(d)(i6.6(c) hereof and this Section 6.03(d)(ii6.6(d) were not in this the Agreement.

Gross Income Allocation. In the event that any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii6.2(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI have been made as if Section 6.03(d)(i6.2(a) hereof and this Section 6.03(d)(ii6.2(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which that is in excess of the sum of (x) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (y) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI have been made as if Section 6.03(d)(i) hereof and this Section 6.03(d)(ii) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account balance at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount (if any) such Member is obligated to restore pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(51.7042(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(iiA.5(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Exhibit A have been made as if Section 6.03(d)(iA.5(c) hereof and this Section 6.03(d)(iiA.5(d) were not in this the Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided that, provided that an allocation pursuant to this Section 6.03(d)(ii5.05(c) shall be made only if and to the extent that such a Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI V have been tentatively made as if Section 6.03(d)(i5.05(b) hereof and this Section 6.03(d)(ii5.05(c) were not in this Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Company fiscal year which year, and such deficit Capital Account is in excess of the sum of (xA) the amount such Member is obligated to restore pursuant to any provision provisions of this Company Agreement and (yB) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(12(g)(l) and 1.704-2(i)(5)) of the Treasury Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii5.3(a)(ii) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI V have been made as if Section 6.03(d)(i5.3(a)(i) hereof and this Section 6.03(d)(ii5.3(a)(ii) were not in this Company Agreement.

Gross Income Allocation. In the event any Company Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of of: (xi) the amount such Company Member is obligated to restore pursuant to any provision of this Agreement and (yii) the amount such Company Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Company Member shall be specially allocated items of Company income and gain Gross Income in the amount of such excess as quickly as possible, provided provided, that an allocation pursuant to this Section 6.03(d)(ii8.02(d) shall be made only if and to the extent that such Company Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Section 8.02 have been made as if Section 6.03(d)(i8.02(c) hereof and this Section 6.03(d)(ii8.02(d) were not contained in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in its Capital Account at the end of any Company fiscal year which is taxable period in excess of the sum of (xA) the amount such Member is obligated required to restore pursuant to any provision the provisions of this Agreement and (yB) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income gross income, gain and gain Simulated Gain in the amount of such excess as quickly as possiblepossible; provided, provided that an allocation pursuant to this Section 6.03(d)(ii6.1(c)(v) shall be made only if and to the extent that such Member would have a deficit balance in its Capital Account balance in excess of such sum as adjusted after all other allocations provided for in this Article VI Section 6.1 have been tentatively made as if Section 6.03(d)(i6.1(c)(iv) hereof and this Section 6.03(d)(ii6.1(c)(v) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal taxable year which that is in excess of the sum of (xi) the amount such Member is obligated to restore (pursuant to any provision the terms of this Agreement or otherwise) and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(iiSubsection 5.3(e) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI 5 have been made as if Section 6.03(d)(iSubsections 5.3(d) hereof and 5.3(i) and this Section 6.03(d)(iiSubsection 5.3(e) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (x) the amount such Member is obligated to restore pursuant to any provision of this Agreement the LLC Agreement, and (y) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 2(g)(1),and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(iisubsection 6.04(a)(iii) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI herein have been made as if Section 6.03(d)(isubsection 6.04(a)(ii) hereof and this Section 6.03(d)(iisubsection 6.04(a)(iii) were not in this the LLC Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal taxable year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections Treas. Reg. §§ 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii6.03(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI have been made as if Section 6.03(d)(i6.03(c) hereof and this Section 6.03(d)(ii6.03(d) were not in this the Agreement.

Gross Income Allocation. In the event that any Member has a deficit Capital Account at the end of any Company fiscal year which Allocation Year that is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(ii5.3(d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI V have been tentatively made as if Section 6.03(d)(i5.3(c) hereof and this Section 6.03(d)(ii5.3(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account capital account at the end of any Company fiscal year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections ss.ss. 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially spxxxxxly allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(iiSECTION 5.2(C) shall be made only if and to the extent that such Member would have a deficit Capital Account balance capital account in excess of such sum after all other allocations provided for in this Article VI ARTICLE V have been made as if Section 6.03(d)(i) hereof and this Section 6.03(d)(iiSECTION 5.2(C) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit ----------------------- Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii) provision shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in Article 5 and this Article VI Exhibit A have been made as if Section 6.03(d)(i) hereof A. 3 above and this Section 6.03(d)(ii) A.4 were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year Tax Year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(12(g)(l) and 1.704-2(i)(5)) of the Treasury Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(iiparagraph (d) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI of this Agreement have been made as if Section 6.03(d)(iparagraphs (c) hereof and (d) of this Section 6.03(d)(ii) 6.2 were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii5.02(d)(iv) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Section 5.02 have been tentatively made as if Section 6.03(d)(i) hereof and this Section 6.03(d)(ii5.02(d)(iv) were not in this Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(ii5.4(c) shall be made only if and to the extent that such a Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI V have been tentatively made as if Section 6.03(d)(i5.4(b) hereof and this Section 6.03(d)(ii5.4(c) were not in this Agreement.

Gross Income Allocation. In the event If any Member holding Common Units has a deficit Capital Account at the end of any Company fiscal year Fiscal Year which is in excess of the sum of (xi) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(ii5.05(c) shall be made only if and to the extent that such a Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI V have been tentatively made as if Section 6.03(d)(i5.05(b) hereof and this Section 6.03(d)(ii5.05(c) were not in this Agreement.. (d)

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii5.1(c)(iv) shall be made only if and only to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI Section 5.1 have been tentatively made as if Section 6.03(d)(i5.1(c)(iii) hereof and this Section 6.03(d)(ii5.1(c)(iv) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account capital account at the end of any Company fiscal year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence penultimate: sentences of Treasury Regulation Sections §§ 1.704-2(g)(12(g)(l) and 1.704-2(i)(5), each such Member Member, shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii5.2(c) shall be made only if and to the extent that such Member would have a deficit Capital Account balance capital, account in excess of such sum after all other allocations provided for in this Article VI V have been made as if Section 6.03(d)(i) hereof and this Section 6.03(d)(ii5.2(c) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company fiscal year which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, ; provided that an allocation pursuant to this Section 6.03(d)(ii6.02(d) shall be made only if and to the extent that such Member would have a deficit an Adjusted Capital Account balance Deficit in excess of such sum after all other allocations provided for in this Article VI have been made as if Section 6.03(d)(i6.02(c) hereof and this Section 6.03(d)(ii6.02(d) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit ----------------------- Capital Account at the end of any Company fiscal year Year of the LLC which is in excess of the sum of (xi) the amount such Member is obligated to restore pursuant to any provision portion of this Agreement Agreement, and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company LLC income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii8.5(c) shall be made only if and to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article VI VIII have been made as if Section 6.03(d)(i8.5(b) hereof and this Section 6.03(d)(ii8.5(c) were not in this Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account capital account at the end of any Company fiscal year which Tax Year, and if the deficit is in excess of the sum of (xi) the amount (if any) such Member is or becomes obligated to restore pursuant to any provision of this Agreement and (yii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence sentences of Treasury Regulation Regulations Sections 1.704-2(g)(12(g)(l) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 6.03(d)(ii) shall be made only if and to the extent that such Member would have a deficit Capital Account balance capital account in excess of such sum after all other allocations provided for in this Article VI have been made made, as if Section 6.03(d)(i) hereof Paragraph 7 of this Exhibit “D” and this Section 6.03(d)(ii) Paragraph were not in this Agreement.