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 Fiscal Year which is in excess of the sum of: (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, then in such circumstance 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 3.3(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III have been made as if Sections 3.3(c) and 3.3(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, then in such circumstance 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 3.3(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III Section 3 have been made as if Sections Section 3.3(c) and this Section 3.3(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 Fiscal Year taxable year which is in excess of the sum of: of (i) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement; , and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d4.3(c) shall be made only if and to the extent that such a Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III IV have been tentatively made as if Sections 3.3(cSection 4.3(b) and 3.3(dthis Section 4.3(c) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Taxable Year which that is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision Section 10.3 of this Agreement; Agreement and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d4.3(e) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other special allocations provided for in this Article III Section 4.3 have been made as if Sections 3.3(cSection 4.3(c) and 3.3(dthis Section 4.3(e) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections Section 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, then in such circumstance 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 3.3(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III Section 3 have been made as if Sections Section 3.3(c) and this Section 3.3(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year Company fiscal year which is in excess of the sum of: of (i1) the amount such Member is obligated to restore pursuant to any provision of this Agreement; Agreement and (ii2) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, then in such circumstance 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 3.3(d) 14.7 shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III Sections 14.4 through 14.10 have been tentatively made as if Sections 3.3(c) and 3.3(d) this Section 14.7 were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; , and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, then in such circumstance 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 3.3(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III Section 3 have been made as if Sections Section 3.3(c) and this Section 3.3(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year Company fiscal year which is in excess of the sum of: of (i) the amount any amounts such Member is obligated to restore pursuant to any provision of this Agreement; and , plus (ii) the amount such Member’s distributive share of Minimum Gain as of such date, plus such Member’s share of Member is deemed to be obligated to restore Minimum Gain determined pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and Regulation Section 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d7.3(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III Section 7.3 have been made as if Sections 3.3(cmade, except assuming that Section 7.3(c) above and 3.3(dthis Section 7.3(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 Fiscal Year taxable year which is in excess of the sum of: of (i) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement; , and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d4.3(e) shall be made only if and to the extent that such a Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III IV have been tentatively made as if Sections 3.3(cSection 4.3(b) and 3.3(dthis Section 4.3(e) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Allocation Year which is in excess of the sum of: (i) of the amount such Member is obligated to restore pursuant to any provision of this Agreement; and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(dParagraph 1(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in Section 3 of the Agreement and this Article III Appendix B have been made as if Sections 3.3(cParagraph 1(c) hereof and 3.3(dthis Paragraph 1(d) were not in part of this Agreement.Appendix B.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of: (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III Section 3 have been made as if Sections Section 3.3(c) and this Section 3.3(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 Fiscal Year which Company fiscal year or other shorter period that is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d) Subsection 3.3.4 shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III 3 have been tentatively made as if Sections 3.3(c) Subsection 3.3.3 hereof and 3.3(d) this Subsection 3.3.4 were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit an Adjusted Capital Account Deficit at the end of any Fiscal Year which is in excess of the sum of: (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, then in such circumstance 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 3.3(d) shall be made only if and to the extent that such Member would have a deficit an Adjusted Capital Account Deficit in excess of such sum after all other allocations provided for in this Article III have been made as if Sections 3.3(c) and 3.3(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year allocation year which is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; , and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections Regulation §§1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d4.3(e) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III 4 have been made as if Sections 3.3(cSection 4.3(d) hereof and 3.3(d) were this subsection (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 Fiscal Year Company fiscal year which is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; Agreement and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(12(g) and 1.704-2(i)(5) of the Regulations), then in such circumstance each such Member shall will 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 3.3(d) shall 3.3.3 will be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III Section 3 have been made as if Sections 3.3(c) Section 3.3.4 hereof and 3.3(d) this Section 3.3.3 were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year which that is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision the terms of this Agreement; Agreement or otherwise, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences sentence of each of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d7.3(d) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III Section 7.3 have been tentatively made as if Sections 3.3(cSection 7.3(c) and 3.3(dthis Section 7.3(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of: of (i) the amount (if any) such Member is obligated to restore pursuant to any provision of this Agreement; , and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections §§ 1.704-2(g)(1) and 1.704-1.704- 2(i)(5) of the Regulations, then in such circumstance 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 3.3(dA2(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III Appendix 1 have been made as if Sections 3.3(cSection A2(c) hereof and 3.3(dthis Section A2(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 Fiscal Year which is in excess of the sum of: of (i) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement; , and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d9.3(d) shall be made only if and to the extent that such a Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III IX have been tentatively made as if Sections 3.3(cSection 9.3(c) and 3.3(dthis Section 9.3(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of: of (i) the amount such Member is treated as obligated to restore pursuant to any provision Regulations Section 1.704-1(b)(2)(ii)(c) by virtue of this Agreement; such Partner's guarantee or indemnity with respect to the Company Debt, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d3.7(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III have been made as if Sections 3.3(cSection 3.7(c) and 3.3(dthis Section 3.7(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 Fiscal Allocation Year which that is in excess of the sum of: of (i) the amount any amounts such Member is obligated to restore pursuant to any provision the terms of this Agreement; the Agreement or otherwise, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d) 3.6 of this Allocation Addendum shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III Allocation Addendum have been made as if Sections 3.3(c) Section 3.5 and 3.3(d) Section 3.6 of this Allocation Addendum were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704l.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, then in such circumstance 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 3.3(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III Section 3 have been made as if Sections Section 3.3(c) and this Section 3.3(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of the Agreement or this Agreement; Exhibit C and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections Treas. Reg. §§1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d) C.4.4 shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in the Agreement or this Article III Exhibit C have been made as if Sections 3.3(c) Section C.4.3 hereof and 3.3(d) this Section C.4.4 were not in this Agreement.Exhibit C.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Allocation Year which is in excess of the sum of: (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d3.3 (d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum amount after all other allocations provided for in this Article III Section 3 have been made as if Sections Section 3.3(c) and this Section 3.3(d) were not in this the Agreement.. (e)

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Fiscal Year taxable year which is in excess of the sum of: of (i) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement; , and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d4.3(e) shall be made only if and to the extent that such a Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III IV have been tentatively made as if Sections 3.3(cSection 4.3(b) and 3.3(dthis Section 4.3(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 Fiscal Year which is in excess of the sum of: of (i) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement; , and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections Treasury Regulations Section 1.704-2(g)(12(g)(l) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d) IV.E.3. shall be made only if and to the extent that such a Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III IV have been tentatively made as if Sections 3.3(c) Section IV.E.2. and 3.3(d) this Section IV.E.3. were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of: of (i) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement; , and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections Regulation section 1.704-2(g)(1) and 1.704-1.704- 2(i)(5) of the Regulations), then in such circumstance 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 3.3(d3.5(c) shall be made only if and to the extent that such a Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in Section 3.4 (Allocations) and this Article III Section 3.5 have been tentatively made as if Sections 3.3(cSection 3.5(b) (Qualified Income Offset) and 3.3(dthis Section 3.5(c) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit ----------------------- Capital Account at the end of any Fiscal Allocation Year which is in excess of the sum of: (i) of the amount such Member is obligated to restore pursuant to any provision of this Agreement; and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(dParagraph 1(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in Section 3 of the Agreement and this Article III Appendix B have been made as if Sections 3.3(cParagraph 1(c) hereof and 3.3(dthis Paragraph 1(d) were not in part of this Agreement.Appendix B.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year fiscal year which is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; , if any, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections Reg. §§ 1.704-2(g)(12(g)(l) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d4.1(c)(iii) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III Section 4.1 have been tentatively made as if Sections 3.3(cthis Section 4.1(c)(iii) and 3.3(d) 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 Fiscal Year which is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; , and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences sentence of Sections Regulations Section 1.704-2(g)(1) and the penultimate sentence of Regulations Section 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III V have been made as if Sections 3.3(c) Section 5.3.3 and 3.3(d) this Section were not in this Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of: of (i) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement; , and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d) IV.E.3. shall be made only if and to the extent that such a Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III IV have been tentatively made as if Sections 3.3(c) Section IV.E.2. and 3.3(d) this Section IV.E.3. were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year which that is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; Agreement and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance each such Member shall will 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 3.3(d3.7(d) shall may be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III have been made as if Sections 3.3(cSection 3.7(c) and 3.3(dthis Section 3.7(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 Fiscal Allocation Year which that is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; , and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, then in such circumstance 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 3.3(d) shall be ------------- made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III have been made as if Sections Section 3.3(c) and this Section 3.3(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 Fiscal Allocation Year which is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; , and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III Section 3 have been made as if Sections Section 3.3(c) hereof and this Section 3.3(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 Fiscal Allocation Year which is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III Section 3 have been made as if Sections this Section 3.3(c) and this Section 3.3(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 Fiscal Year Period which is in excess of the sum of: of (i1) the amount such Member is obligated to restore pursuant to any provision of this Agreement; , and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, then in such circumstance 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 3.3(d3.01(c)(iv) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III Section 3.01 have been tentatively made as if Sections 3.3(cthis Section 3.01(c)(iv) and 3.3(dSection 3.01(c)(iii) hereof were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of the Agreement or this Agreement; Exhibit A and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections Treas. Reg. §§1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d) A.4.2 shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in the Agreement or this Article III Exhibit A have been made as if Sections 3.3(c) Section A.4.11 hereof and 3.3(d) this Section 2 were not in this Agreement.Exhibit A.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; , and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-1.704 2(g)(1) and 1.704-1.704 2(i)(5) of the Regulations, then in such circumstance 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 3.3(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III Section 3 have been made as if Sections Section 3.3(c) and this Section 3.3(d) were not in this Agreement.. (e)

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; , and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(11.704 -2(g)(1) and 1.704-2(i)(5) of the Regulations1.704 -2(i)(5), then in such circumstance 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 3.3(d3.6(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III 3 have been made as if Sections 3.3(cSection 3.5(c) and 3.3(dthis Section 3.5(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 Fiscal Year which is in excess of the sum of: (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(12(g)(l) and 1.704-2(i)(5) of the Regulations, then in such circumstance 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 3.3(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III have been made as if Sections 3.3(c) and 3.3(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of: (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(11.704‑2(g)(1) and 1.704-2(i)(51.704‑2(i)(5) of the Regulations, then in such circumstance 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 3.3(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III have been made as if Sections 3.3(c) and 3.3(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit ----------------------- Capital Account at the end of any Fiscal Allocation Year which that is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; , and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, then in such circumstance 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 3.3(d) shall be -------------- made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III have been made as if Sections Section 3.3(c) and this Section 3.3(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 Fiscal Taxable Year which that is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision Section 10.3 of this Agreement; Agreement and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulation Sections 1.704-2(g)(12 (g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d4.3(e) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other special allocations provided for in this Article III Section 4.3 have been made as if Sections 3.3(cSection 4.3(c) and 3.3(dthis Section 4.3(e) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of: of (i) the amount such Member is obligated to restore restore, if any, pursuant to any provision of this Agreement; , and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1Treasury Regulations Section 1.704‑2(g)(1) and 1.704-2(i)(5) of the Regulations1.704‑2(i)(5), then in such circumstance 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 3.3(d9.3(d) shall be made only if and to the extent that such a Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III IX have been tentatively made as if Sections 3.3(cSection 9.3(c) and 3.3(dthis Section 9.3(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 Fiscal Year accounting period which is in excess of the sum of: (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; , if any, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences sentence of Treasury Regulations Sections 1.704l.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance each such Member shall be is 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 3.3(d4.3(c) shall be is made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III Section 4.2 and Section 4.3 have been made as if Sections 3.3(cSection 4.3(b) hereof and 3.3(dthis Section 4.3(c) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Allocation Year which is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; , and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III Section 3 have been made as if Sections Section 3.3(c) hereof and this Section 3.3(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 Fiscal Year which is in excess of the sum of: (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of 12 the Regulations, then in such circumstance 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 3.3(d) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III have been made as if Sections 3.3(c) and 3.3(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of the Agreement or this Agreement; Exhibit A and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections Treas. Reg. §§1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations), then in such circumstance 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 3.3(d) A.4.4 shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in the Agreement or this Article III Exhibit A have been made as if Sections 3.3(c) Section A.4.1 hereof and 3.3(d) this Section 2 were not in this Agreement.Exhibit A.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Fiscal Year fiscal year which is in excess of the sum of: of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement; , if any, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Sections Reg. §§ 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations2(.0(5), then in such circumstance 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 3.3(d4.1(b)(iii) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article III Section 4.1 have been tentatively made as if Sections 3.3(cthis Section 4.1(b)(iii) and 3.3(d) were was not in this the Agreement.