Common use of Gross Income Allocation Clause in Contracts

Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.05(c6.1(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iv) and this Section 5.05(c6.1(d)(v) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided provided, that an allocation pursuant to this Section 5.05(c6.1(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iv) and this Section 5.05(c6.1(d)(v) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided provided, that an allocation pursuant to this Section 5.05(c6.1(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iv) and this Section 5.05(c6.1(d)(v) were not in this Agreement.

Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c5.5(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b5.5(b) and this Section 5.05(c5.5(c) were not in this Agreement.

Gross Income Allocation. If any Partner holding Common Units has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

Gross Income Allocation. If any Partner 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 Partner Member is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner Member shall be specially allocated items of Partnership Company income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided provided, that an allocation pursuant to this Section 5.05(c6.1(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Adjusted Capital Account in excess of such sum after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iv) and this Section 5.05(c6.1(d)(v) were not in this Agreement.

Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided provided, that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided provided, that an allocation pursuant to this Section 5.05(c6.1(b)(iv) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(b)(iii) and this Section 5.05(c6.1(b)(iv) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income gross income, gain and gain Simulated Gain in the amount of such excess as quickly as possible; provided provided, that an allocation pursuant to this Section 5.05(c6.1(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iv) and this Section 5.05(c6.1(d)(v) were not in this Agreement.

Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year taxable year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided provided, that an allocation pursuant to this Section 5.05(c8.2(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V VIII have been tentatively made as if Section 5.05(b8.2(b) and this Section 5.05(c8.2(c) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided provided, that an allocation pursuant to this Section 5.05(c6.1(c)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(c)(iv) and this Section 5.05(c6.1(c)(v) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.05(c6.1(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Adjusted Capital Account in excess of such sum after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iv) and this Section 5.05(c6.1(d)(v) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income gross income, gain and gain Simulated Gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c6.1(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iv) and this Section 5.05(c6.1(d)(v) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income gross income, gain and gain Simulated Gain in the amount of such excess as quickly as possible; provided provided, that an allocation pursuant to this Section 5.05(c6.1(d)(iv) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iii) and this Section 5.05(c6.1(d)(iv) were not in this Agreement.

Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c5.05 (c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.

Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.. (d)

Gross Income Allocation. If In the event any Partner has a deficit Capital Account at the end of any Fiscal Partnership Year which is in excess of the sum of (i1) the amount (if any) such Partner is obligated to restore, if any, pursuant restore to any provision of this Agreementthe Partnership, and (ii2) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c6.3(A)(v) shall be made only if and only to the extent that a such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V 6 have been tentatively made as if this Section 5.05(b6.3(A)(v) and this Section 5.05(c6.3(A)(iv) were not in this the Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1Regulation Sections 1.704‑2(g) and 1.704-2(i)(51.704‑2(i)(5), each such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided provided, that an allocation pursuant to this Section 5.05(c6.1(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iv) and this Section 5.05(c6.1(d)(v) were not in this Agreement.

Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c5.4(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b5.4(b) and this Section 5.05(c5.4(c) were not in this Agreement.

Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) hereof and this Section 5.05(c) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income gross income, gain and gain Simulated Gain in the amount of such excess as quickly as possible; provided provided, that an allocation pursuant to this Section 5.05(c4.3(f) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum after all other allocations provided for in this Article V Sections 4.2 and 4.3 have been tentatively made as if Section 5.05(b4.3(e) and this Section 5.05(c4.3(f) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, restore pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V 4 have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreementmade.

Gross Income Allocation. If In the event any Partner has a deficit Capital Account balance at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, restore pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-2(g)(1) and 1.704-2(i)(5), to the extent the General Partner determines each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c6.03(d) shall be made only if and to the extent that a such Partner would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article V Agreement have been tentatively made as if Section 5.05(b6.03(c) and this Section 5.05(c6.03(d) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income gross income, gain and gain Simulated Gain in the amount of such excess as quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.05(c6.1(c)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(c)(iv) and this Section 5.05(c6.1(c)(v) were not in this Agreement.

Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section §§ 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c3.4(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V III have been tentatively made as if Section 5.05(b3.4(b) and this Section 5.05(c3.4(c) were not in this Agreement.

Gross Income Allocation. If any a Limited Partner who is not also a General Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of Partnership fiscal year that exceeds the sum of (i) the amount such the Limited Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such the Limited Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, then each such sum Limited Partner shall be specially allocated items of Partnership income and gain in the amount of such the excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c4.3(d) shall be made only if and only to the extent that a the Limited Partner would have a deficit Capital Account in excess of such that sum after all other allocations provided for in this Article V IV have been tentatively made as if without considering Section 5.05(b4.3(c) and or this Section 5.05(c) were not in this Agreement4.3(d).

Gross Income Allocation. If In the event any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, restore pursuant to any provision of this Agreement, Agreement and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Treas. Reg. §§ 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(cB.2.3(d) shall be made only if and to the extent that a such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V Agreement have been tentatively made as if Section 5.05(bB.2.3(c) hereof and this Section 5.05(cB.2.3(d) were not in this Agreement.

Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which fiscal year, and such deficit Capital Account is in excess of the sum of (iA) the amount such Partner is obligated to restore, if any, restore pursuant to any provision provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c4.3(a)(iv) shall be made only if and to the extent that a such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V Sections 4.1 and 4.3 hereof have been tentatively made as if Section 5.05(b4.3(a)(iii) hereof and this Section 5.05(c4.3(a)(iv) were not in this Agreement.

Gross Income Allocation. If In the event that any Partner has a deficit Capital Account at the end of any Fiscal Year Allocation Period which is in excess of the sum of (ix) the amount such Partner is obligated to restore, if any, restore pursuant to any provision of this Agreement, Agreement and (iiy) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences sentence of Treasury Regulations Section Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c5.3(b)(iv) shall be made only if and to the extent that a such Partner would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article V Section 5.3 have been tentatively made as if Section 5.05(b5.3(b)(iii) and this Section 5.05(c5.3(b)(iv) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.05(c6.01(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article V Section 6.01 have been tentatively made as if Section 5.05(b6.01(d)(iv) and this Section 5.05(c6.01(d)(v) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit Capital Account at the end of any Fiscal Year Allocation Period which is in excess of the sum of (ix) the amount such Partner is obligated to restore, if any, restore pursuant to any provision of this Agreement, Agreement and (iiy) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences sentence of Treasury Regulations Section Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c5.3(b)(iv) shall be made only if and to the extent that a such Partner would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article V Section 5.3 have been tentatively made as if Section 5.05(b5.3(b)(iii) hereof and this Section 5.05(c5.3(b)(iv) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income the Partnership’s gross income, gain and gain Simulated Gain in the amount of such excess as quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.05(c6.1(d)(iv) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iii) and this Section 5.05(c6.1(d)(iv) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income the Partnership’s gross income, gain and gain Simulated Gain in the amount of such excess as quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.05(c6.1(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iv) and this Section 5.05(c6.1(d)(v) were not in this Agreement.

Gross Income Allocation. If In the event any Limited Partner has a deficit Capital Account at the end of any Fiscal Allocation Year which that is in excess of the sum of (i) the amount such Limited Partner is obligated to restore, if any, restore pursuant to any provision of this Agreement, Agreement and (ii) the amount such Limited Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Limited Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c6.3.A.(4) shall be made only if and to the extent that a such Limited Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V 6 have been tentatively made as if Section 5.05(b6.3.A.(3) and this Section 5.05(c6.3.A.(4) were not in this the Agreement.

Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which fiscal year, and such deficit Capital Account is in excess of the sum of (iA) the amount such Partner is obligated to restore, if any, restore pursuant to any provision provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(12(g)(l) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c4.3(a)(iv) shall be made only if and to the extent that a such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V Sections 4.1 and 4.3 have been tentatively made as if Section 5.05(b4.3(a)(iii) and this Section 5.05(c4.3(a)(iv) were not in this a part of the Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided possible; provided, however, that an allocation pursuant to this Section 5.05(c6.1(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iv) and this Section 5.05(c6.1(d)(v) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (ia) the amount (if any) such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iia) the amount such Partner is deemed to be obligated to restore contribute to the Partnership at such time pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided provided, that an allocation pursuant to this Section 5.05(c6.1(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iv) and this Section 5.05(c6.1(d)(v) were not in this Agreement.

Gross Income Allocation. If In the event any Limited Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Limited Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Limited Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Limited Partner shall be specially allocated items of Partnership income gross income, gain and gain Simulated Gain in the amount of such excess as quickly as possible; provided provided, that an allocation pursuant to this Section 5.05(c6.1(c)(v) shall be made only if and to the extent that a such Limited Partner would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(c)(iv) and this Section 5.05(c6.1(c)(v) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1Regulation Sections 1.704‑2(g) and 1.704-2(i)(51.704‑2(i)(5), each such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.05(c6.1(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iv) and this Section 5.05(c6.1(d)(v) were not in this Agreement.

Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that that, an allocation pursuant to this Section 5.05(c) 7.4.4 shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V Section 7 have been tentatively made as if Section 5.05(b) 7.4.3 and this Section 5.05(c) 7.4.4 were not in this Agreement.

Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c5.04(e) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b5.04(b) and this Section 5.05(c5.04(e) were not in this Agreement.

Gross Income Allocation. If In the event that any Partner has a deficit in such Partner's Capital Account at the end of any Fiscal Year which fiscal year that is in excess of the sum of (i) the amount such Partner is may be obligated to restore, if any, restore pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each then such Partner shall be specially specifically allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c6.2(d) shall be made only if and to the extent that a such Partner would have a deficit in such Partner's Capital Account in excess of such said sum after all other allocations provided for in this Article V Section 6.2 have been tentatively made as if Section 5.05(b6.2(c) and this Section 5.05(c6.2(d) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a ------------------------- deficit Capital Account at the end of any Fiscal Year which Partnership fiscal year that is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate next to last sentences of Treasury Regulations Section 1.704Regulation Sections 1 .704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c1(b) shall be made only if and only to the extent that a such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V 6 have been tentatively made as if Section 5.05(b1(a) hereof and this Section 5.05(c1(b) were not in this the Agreement.

Gross Income Allocation. If In the event any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, restore pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Treasury Regulations, each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c) 5.4.4 shall be made only if and to the extent that a such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V Section 5 have been tentatively made as if Section 5.05(b) and this Section 5.05(c) 5.4.4 were not in this the Agreement.

Gross Income Allocation. If In the event any Limited Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Limited Partner is obligated to restore, if any, restore pursuant to any provision of this Agreement, and (ii) the amount such Limited Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-2(g)(12(g)(l) and 1.704-2(i)(5)) of the Regulations, each such Limited Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c4.2(d) shall be made only if and to the extent that a such Limited Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V IV have been tentatively made as if Section 5.05(b4.2(c) hereof and this Section 5.05(c4.2(d) were not in this the Agreement.

Gross Income Allocation. If In the event any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount (if any) such Partner is obligated to restore, if any, restore pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Treasury Regulations, each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c5.4(d) shall be made only if and to the extent that a such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V Section 5.4 have been tentatively made as if Section 5.05(b5.4(c) and this Section 5.05(c5.4(d) were not in this the Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is Partnership taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided provided, that an allocation pursuant to this Section 5.05(c6.1(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iv) and this Section 5.05(c6.1(d)(v) were not in this Agreement.

Gross Income Allocation. If In the event any Limited Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Limited Partner is obligated to restore, if any, restore pursuant to any provision of this Agreement, Agreement and (ii) the amount such Limited Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-1.704- 2(i)(5), each such Limited Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c5.3(d) shall be made only if and to the extent that a such Limited Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b5.3(c) and this Section 5.05(c5.3(d) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income gross income, gain and gain Simulated Gain in the amount of such excess as quickly as possible; provided provided, that an allocation pursuant to this Section 5.05(c6.1(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iv) and this Section 5.05(c6.1(d)(v) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit Capital Account at the end of any Fiscal Year which that is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, restore pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c3.4(d)(ii) shall may be made only if and to the extent that a such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for 10 in this Article V 3 have been tentatively made as if Section 5.05(b3.4(d)(i) and this Section 5.05(c3.4(d)(ii) were not in this Agreement.. (iii)

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided , that an allocation pursuant to this Section 5.05(c6.1(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iv) and this Section 5.05(c6.1(d)(v) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income the Partnership’s gross income, gain and gain Simulated Gain in the amount of such excess as quickly as possible; provided provided, that an allocation pursuant to this Section 5.05(c6.1(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iv) and this Section 5.05(c6.1(d)(v) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit Capital Account at the end of any Fiscal Year Partnership fiscal year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, restore pursuant to any provision of this the Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c1.2(c)(iv) shall be made only if and only to the extent that a such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V Section 1.2 have been tentatively made as if Section 5.05(b1.2(c)(iii) hereof and this Section 5.05(c1.2(c)(iv) were not in this AgreementExhibit C-2.

Gross Income Allocation. If In the event any Partner has a deficit Capital Account at the end of any Fiscal Year fiscal year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c4.5(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V IV have been tentatively made as if Section 5.05(b4.5(b) and this Section 5.05(c4.5(c) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a ------------------------- deficit Capital Account at the end of any Fiscal Year which Partnership fiscal year that is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate next to last sentences of Treasury Regulations Section 1.704Regulation Sections 1 .704-2(g)(12(g)(l) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c1(b) shall be made only if and only to the extent that a such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V 6 have been tentatively made as if Section 5.05(b1(a) hereof and this Section 5.05(c1(b) were not in this the Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.05(c6.1(b)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(b)(iv) and this Section 5.05(c6.1(b)(v) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, restore pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-2(g)(12(g)(l) and 1.704-2(i)(5)) of the Treasury Regulations, each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c4,2(b)(iv) shall be made only if and to the extent that a such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V 4 have been tentatively made as if Section 5.05(bSections 4.2(b)(iii) and this Section 5.05(c4.2(b)(iv) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.05(c6.1(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iv) and this Section 5.05(c6.1(d)(v) were not in this Agreement.. Table of Contents

Gross Income Allocation. If In the event any Partner has a deficit Capital Account balance at the end of any Fiscal Year Allocation Period which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant contribute to any provision of this Agreementthe Partnership, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-Sections 1.704- 2(g)(1) and 1.704-2(i)(5), to the extent the General Partner determines each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c6.3(d) shall be made only if and to the extent that a such Partner would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article V Agreement have been tentatively made as if Section 5.05(b6.3(c) and this Section 5.05(c6.3(d) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit Capital Account at the end of any Fiscal Year taxable year of the Partnership which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, restore pursuant to any provision of this Agreement, and a (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section §§1.704-2(g)(1) and 1.704-2(i)(51.7042(1)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c) 8.6.4 shall be made only if and to the extent that a such Partner would have a deficit Capital Account in excess of such sum after all other allocations obligations provided for in this Article V Section 8 have been tentatively made as if Section 5.05(b) 8.6.3 hereof and this Section 5.05(c) 8.6.4 were not in this the Agreement.

Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which fiscal year, and such deficit Capital Account is in excess of the sum of (iA) the amount such Partner is obligated to restore, if any, restore pursuant to any provision provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(52(i)(S), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c4.3(a)(iv) shall be made only if and to the extent that a such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V Sections 4.1 and 4.3 have been tentatively made as if Section 5.05(b4.3(a)(iii) and this Section 5.05(c4.3(a)(iv) were not in this the Agreement.

Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which that is in excess of the sum of (isun of,(i) the amount such Partner is obligated to restore, if any, restore to the Partnership pursuant to any provision of this AgreementTreasury Regulations Section 1.704-1(b)(2)(ii)(c), and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences sentence of Treasury Regulations Section 1.704-2(g)(1), and (iii) and the amount such Partner is demand to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Section 1.704-2(i)(52(1)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.05(c5.5(f) shall be made only if and only to the extent that a such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V 5 have been tentatively made as if Section 5.05(b5.5(2) and this Section 5.05(c5.5(f) were not in this Agreement.

Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which fiscal year, and such deficit Capital Account is in excess of the sum of (iA) the amount such Partner is obligated to restore, if any, restore pursuant to any provision provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(12(g)(l) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c4.3(a)(iv) shall be made only if and to the extent that a such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V Sections 4.1 and 4.3 have been tentatively made as if Section 5.05(b4.3(a)(iii) hereof and this Section 5.05(c4.3(a)(iv) were not in this the Agreement.

Gross Income Allocation. If In the event any Limited Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Limited Partner is obligated to restore, if any, restore pursuant to any provision of this Agreement, and (ii) the amount such Limited Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, each such Limited Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c5.3(d) shall be made only if and to the extent that a such Limited Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V Section 5 have been tentatively made as if Section 5.05(b5.3(c) and this Section 5.05(c5.3(d) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided provided, that an allocation pursuant to this Section 5.05(c6.1(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum FORESIGHT ENERGY LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iv) and this Section 5.05(c6.1(d)(v) were not in this Agreement.

Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement.. 42903935.5 24

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income gross income, gain and gain Simulated Gain in the amount of such excess as quickly as possible; provided provided, that an allocation pursuant to this Section 5.05(c6.1(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iv) and this Section 5.05(c6.1(d)(v) were not in this Agreement.

Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c5.05(f) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b5.05(e) and this Section 5.05(c5.05(f) were not in this Agreement.

Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which fiscal year, and such deficit Capital Account is in excess of the sum of (iA) the amount such Partner is obligated to restore, if any, restore pursuant to any provision provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c5.5(d) shall be made only if and to the extent that a such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V hereof have been tentatively made as if Section 5.05(b5.5(a) hereof and this Section 5.05(c5.5(d) were not in this Agreement.

Gross Income Allocation. If In the event any Partner Member has a deficit balance in its Capital Account at the end of any Fiscal Year which applicable accounting period that is in excess of the sum of (i) the amount such Partner Member is obligated to restore, if any, restore pursuant to any provision the terms of this Agreement, Agreement and (ii) the amount such Partner Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner Member shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c5.02(b)(iv) shall be made only if and only to the extent that a such Partner would have a deficit Capital Account deficit in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b5.02(b)(iii) and this Section 5.05(c5.02(b)(iv) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit balance in its Capital Account at the end of any Fiscal Year which is taxable period in excess of the sum of (iA) the amount (if any) such Partner is obligated required to restore, if any, restore pursuant to any provision the provisions of this Agreement, Agreement and (iiB) the amount such Partner is deemed to be obligated to restore contribute to the Partnership at such time pursuant to the penultimate sentences of Treasury Regulations Section Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided provided, that an allocation pursuant to this Section 5.05(c6.1(d)(v) shall be made only if and to the extent that a such Partner would have a deficit balance in its Capital Account in excess of such sum after all other allocations provided for in this Article V Section 6.1 have been tentatively made as if Section 5.05(b6.1(d)(iv) and this Section 5.05(c6.1(d)(v) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount any amounts such Partner is obligated to restore, if any, restore pursuant to any provision of this Agreement, and plus (ii) the amount such Partner’s distributive share of Partnership Minimum Gain as of such date, plus (iii) such Partner’s share of Partner is deemed to be obligated to restore Minimum Gain determined pursuant to the penultimate sentences of Treasury Regulations Regulation Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c5.5(d) shall be made only if and to the extent that a such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if made, except assuming that Section 5.05(b) 5.5(c), and this Section 5.05(c5.5(d) were not contained in this Agreement.

Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such 101306536.9 Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c5.4(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b5.4(b) and this Section 5.05(c5.4(c) were not in this Agreement.

Gross Income Allocation. If In the event any Partner has a deficit Capital Account balance at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, restore pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-2(g)(1) and 1.704-2(i)(5), to the extent the General Partner determines each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; , provided that an allocation pursuant to this Section 5.05(c6.03(d) shall be made only if and to the extent that a such Partner would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article V Agreement have been tentatively made as if Section 5.05(b6.03(c) and this Section 5.05(c6.03(d) were not in this Agreement.. (e)