Common use of Gross Income Allocation Clause in Contracts

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account (as determined after crediting such Capital Account for any amounts that such Member is obligated to restore or is deemed obligated to restore pursuant to Treasury Regulations Section 1.704-2), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account as quickly as possible; provided that an allocation pursuant to this Section 7.2(c)(iv) shall be made only if and to the extent that such Member would have such Capital Account deficit (as so determined) after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) have been tentatively made as if this Section 7.2(c)(iv) were not in this Agreement.

Gross Income Allocation. In the event If any Member has a deficit balance in such Member's Capital Account balance at the end of any Fiscal Year that is in excess of the sum of (as determined after crediting such Capital Account for any amounts i) the amount that such Member is obligated to restore or and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Section Regulation Sections 1.704-22(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv4.3(d) shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article IV have been tentatively made as if this Section 7.2(c)(ivSections 4.3(c) and 4.3(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Company Fiscal Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or pursuant to any provision of this Agreement and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulations Section Sections 1.704-22(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv7.3(d) shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article 7 have been tentatively made as if this Section 7.2(c)(iv7.3(d) and Section 7.3(c) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Company Fiscal Year that is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury the penultimate sentences of Regulations Section Sections 1.704-22(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv10.02(d) shall be made only if and only to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article 10 have been tentatively made as if Section 10.02(c) hereof and this Section 7.2(c)(iv10.02(d) were not in this the Agreement.

Gross Income Allocation. In the event any If a Member has a deficit balance in such Member's Capital Account at the end of any Fiscal Year of the Company that exceeds the sum of (as determined after crediting such Capital Account for any amounts that such i) the amount the Member is obligated to restore or restore, and (ii) the amount the Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-22(g)(1) and 1.704-2(i)(5), items of Company income and gain then each such Member shall be specially allocated to such Member items of income and gain of the Company in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account the excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv7.4(b) shall be made only if and only to the extent that such the Member would have such a deficit Capital Account deficit (as so determined) in excess of that sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article 7 have been tentatively made as if this without considering Section 7.2(c)(iv7.4(a) were not in this Agreementor 7.4(b).

Gross Income Allocation. In the event If any Member has a deficit balance in such Member's Capital Account at the end of any Fiscal Year that is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulations Section the penultimate sentences of Treas. Reg. §§1.704-22(g)(1) and (i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv) 5.05 shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article 5 have been tentatively made as if Section 5.04 hereof and this Section 7.2(c)(iv) 5.05 were not in this the Agreement.

Gross Income Allocation. In the event If any Member has a deficit balance in such Member's Capital Account (as determined after crediting such Capital Account for at the end of any amounts Fiscal Year that is in excess of the amount such Member is obligated to restore pursuant to any provision of this Agreement, or is are deemed obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-22(g)(1) and 1.704-2(i)(5), items of Company income and gain respectively, each such Member shall be specially allocated to such Member items of Company gross income and gain in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv10.5(d) shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article X have been tentatively made as if Section 10.5(c) and this Section 7.2(c)(iv10.5(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's ’s Capital Account (as determined after crediting such Capital Account for any amounts that such Member is obligated to restore or is deemed obligated to restore pursuant to Treasury Regulations Section 1.704-2), items of Company Membership income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate such deficit (as so determined) of such Member's ’s Capital Account as quickly as possible; provided that an allocation pursuant to this Section 7.2(c)(iv5.2(c)(iv) shall be made only if and to the extent that such Member would have such Capital Account deficit (as so determined) after all other allocations provided for in Section 7.2 5.2 (other than Section 7.2(c)(iii5.2(c)(iii)) have been tentatively made as if this Section 7.2(c)(iv5.2(c)(iv) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account deficit at the end of any Company taxable year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulations Section the penultimate sentence of Reg. ss. 1.704-22(g)(1), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv5.03(c) shall be made only if and to the extent that any such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article V have been tentatively made as if this Section 7.2(c)(iv5.03(c) hereof and Section 5.03(d) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's its Capital Account at the end of any taxable period in excess of the sum of (as determined after crediting such Capital Account for any amounts that A) the amount such Member is obligated required to restore or pursuant to the provisions of this Agreement and (B) the amount such Member is deemed obligated to restore pursuant to Treasury Regulations Section Regulation Sections 1.704-22(g) and 1.704-2(i)(5), items of Company income and gain such Member shall be specially allocated to such Member items of Company gross income and gain in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; provided provided, that an allocation pursuant to this Section 7.2(c)(iv6.1(c)(v) shall be made only if and to the extent that such Member would have such a deficit balance in its Capital Account deficit (as so determined) adjusted after all other allocations provided for in this Section 7.2 (other than Section 7.2(c)(iii)) 6.1 have been tentatively made as if Section 6.1(c)(iv) and this Section 7.2(c)(iv6.1(c)(v) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Taxable Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or pursuant to any provision of this Agreement and (ii) the amount such Member is deemed obligated to restore pursuant to Treasury the penultimate sentences of Regulations Section Sections 1.704- 2(g)(1) and 1.704-22(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; provided provided, however, that an allocation pursuant to this Section 7.2(c)(iv5.3(d) shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in this Section 7.2 (5 have been made other than those allocations pursuant to Section 7.2(c)(iii)5.3(c) have been tentatively made as if and this Section 7.2(c)(iv) were not in this Agreement5.3(d).

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Fiscal Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or pursuant to any provision of this Agreement and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulations Section sections 1.704-22(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv6.3(f) shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in this Section 7.2 (other than Section 7.2(c)(iii)) 6.3 have been tentatively made as if this Section 7.2(c)(iv6.3(f) and Section 6.3(e) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Company Fiscal Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-22(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv) A.10 shall be made only if and only to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) Article VI and this Appendix A have been tentatively made as if this Section 7.2(c)(iv) A.10 and Section A.9 hereof were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's its Capital Account at the end of any taxable period in excess of the sum of (as determined after crediting such Capital Account for any amounts that A) the amount such Member is obligated required to restore or pursuant to the provisions of this Agreement and (B) the amount such Member is deemed obligated to restore pursuant to Treasury Regulations Section Sections 1.704-22(g) and 1.704-2(i)(5), items of Company income and gain such Member shall be specially allocated to such Member items of Company gross income and gain in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; provided provided, that an allocation pursuant to this Section 7.2(c)(iv6.1(b)(iv) shall be made only if and to the extent that such Member would have such a deficit balance in its Capital Account deficit (as so determined) adjusted after all other allocations provided for in this Section 7.2 (other than Section 7.2(c)(iii)) 6.1 have been tentatively made as if Section 6.1(b)(iii) and this Section 7.2(c)(iv6.1(b)(iv) were not in this Agreement.

Gross Income Allocation. In the event If any Member has a deficit balance in such Member's Capital Account at the end of any fiscal year that is in excess of the sum of (as determined after crediting such Capital Account for any amounts that such i) the amount the Member is obligated to restore or pursuant to any provision of this Operating Agreement and (ii) the amount the Member is deemed to be obligated to restore pursuant to Treasury Regulations Section the penultimate sentences of Treas Reg 1.704-22(g)(1) and (i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account the excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv) section 5.2.4 shall be made only if and to the extent that such the Member would have such a deficit Capital Account deficit (as so determined) in excess of this sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this article V have been tentatively made as if section 5.2.3 and this Section 7.2(c)(iv) section 5.2.4 were not in this the Operating Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account (as determined after crediting such Capital Account for at the end of any amounts that Fiscal Year which is in excess of the amount such Member is obligated to restore or is deemed obligated to restore pursuant to Treasury Regulations Section 1.704-21(b)(2)(ii)(c) or the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; provided provided, that an allocation pursuant to this Section 7.2(c)(ivParagraph 1.4(d) shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such amount after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Exhibit C have been tentatively made as if Paragraph 1.4(c) and this Section 7.2(c)(ivParagraph 1.4(d) were not in part of this Agreement.Exhibit C.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Fiscal Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulations Section the penultimate sentences of Sections 1.704-2)2(g)(l) and 1.704-2(i)(5) of the Regulations, each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; provided that provided, however, an allocation pursuant to this Section 7.2(c)(iv12.03(d) shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article XII have been tentatively made as if Section 12.03(c) and this Section 7.2(c)(iv12.0(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's its Capital Account at the end of any Fiscal Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulations Section the penultimate sentences of Regulation Sections 1.704-22(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account as quickly as possible; excess, provided that an allocation pursuant to this Section 7.2(c)(iv) shall be made only if and to the extent that such Member would have such a deficit in its Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article IV have been tentatively made as if Section 4.05(c) hereof and this Section 7.2(c)(iv) were not in this Agreement.

Gross Income Allocation. In the event any that a Member has a deficit balance in such Member's Capital Account at the end of any Company fiscal year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that such i) the amount the Member is obligated to restore or pursuant to any provision of this Operating Agreement, and (ii) the amount the Member is deemed to be obligated to restore pursuant to Treasury Regulations Section Treas. Reg. Sec. 1.704-22(g) and (i)(5), the Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv) paragraph shall be made only if and to the extent that such the Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article 4 have been tentatively made as if this Section 7.2(c)(ivParagraph 4.03(d) were not in this Operating Agreement.

Gross Income Allocation. In the event that any Member has a deficit balance in such Member's Capital Account at the end of any Fiscal Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulations Section §1.704-22(g)(1) and 1.704-2(i)(5), such Member will be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(ivSubsection (d) shall will be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article VII have been tentatively made as if Section 7.02 (b) hereof and this Section 7.2(c)(iv7.02 (d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Fiscal Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulations Section the penultimate sentences of Sections 1.704-2)2(g)(1) and 1.704-2(i)(5) of the Regulations, each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; provided that provided, however, an allocation pursuant to this Section 7.2(c)(iv12.03(d) shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article XII have been tentatively made as if Section 12.03(c) and this Section 7.2(c)(iv12.0(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Company fiscal year that is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury the penultimate sentences of Regulations Section Sections 1.704-22(g)(l) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv5.2(d) shall be made only if and only to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article V have been tentatively made as if Section 5.2(c) hereof and this Section 7.2(c)(iv5.2(d) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Company Fiscal Year that is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury the penultimate sentences of Regulations Section 1.704Sections l.704-22(g)(l) and l.704- 2(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv10.02(d) shall be made only if and only to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article 10 have been tentatively made as if Section 10.02(c) hereof and this Section 7.2(c)(iv10.02(d) were not in this the Agreement.

Gross Income Allocation. In the event that any Member has a deficit balance in such Member's Capital Account at the end of any Company Fiscal Year that is in excess of the sum of (as determined after crediting such Capital Account for any amounts 1) the amount that such Member is obligated to restore or and (ii) the amount that the Member is deemed to be obligated to restore pursuant to Treasury Regulations Section the penultimate sentence of Regulation Sections 1.704-22(g)(1) and (1)(5), that Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv2(f) of Appendix A shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Appendix A have been tentatively made as if this Section 7.2(c)(ivSections 2(e) and 2(f) of Appendix A were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Fiscal Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulations Section the penultimate sentences of Sections 1.704-2)2(g)(1) and 1.704-2(i)(5) of the Regulations, each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account as excess us quickly as possible; provided that provided, however, an allocation pursuant to this Section 7.2(c)(iv12.03(d) shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article XII have been tentatively made as if Section 12.03(c) and this Section 7.2(c)(iv12.0(d) were not in this Agreement.

Gross Income Allocation. In the event If any Member has a deficit balance in such Member's Capital Account capital account at the end of any fiscal year which is in excess of (as determined after crediting such Capital Account for any amounts that such 1) the amount the Member is obligated to restore or to the Company under this Agreement, and (2) the amount the Member is deemed to be obligated to restore pursuant to under the penultimate sentences of Treasury Regulations Section 1.704-22(g)(1) and 1.704-2(i)(5), such Member will be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv13(b)(iv) shall will be made only and if and to the extent that such Member would have such Capital Account has a deficit (as so determined) capital account balance after all other allocations provided for in this Section 7.2 (other than Section 7.2(c)(iii)) 13 have been tentatively made as if this Section 7.2(c)(iv13(b)(iv) and Section 13(b)(iii) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Company Fiscal Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury the penultimate sentences of Regulations Section Sections 1.704-22(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv9.4(d) shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article IX have been tentatively made as if Section 9.4(c) hereof and this Section 7.2(c)(iv9.4(d) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Fund fiscal year that is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury the penultimate sentences of Regulations Section Sections 1.704-22(g)(1) and 1.704-2(i)(5), items of Company income and gain each such Member shall be specially allocated to such Member items of Fund income and gain in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv6.4(d) shall be made only if and only to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article 6 have been tentatively made as if Section 6.4(c) hereof and this Section 7.2(c)(iv6.4(d) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's its Capital Account at the end of any taxable period in excess of the sum of (as determined after crediting such Capital Account for any amounts that A) the amount such Member is obligated required to restore or pursuant to the provisions of this Agreement and (B) the amount such Member is deemed obligated to restore pursuant to Treasury Regulations Section Regulation Sections 1.704-22(g) and 1.704-2(i)(5), items of Company income and gain such Member shall be specially allocated to such Member items of Company gross income and gain in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; provided provided, that an allocation pursuant to this Section 7.2(c)(iv6.1(c)(v) shall be made only if and to the extent that such Member would have such a deficit balance in its Capital Account deficit (as so determined) adjusted after all other allocations provided for in this Section 7.2 (other than Section 7.2(c)(iii)) 6.1 have been tentatively made as if Section 6.1(c)(iv) and this Section 7.2(c)(iv6.1(c)(v) were not in this Agreement.. 50

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Fiscal Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-22(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv) 7.11 shall be made only if and only to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article VII have been tentatively made as if this Section 7.2(c)(iv) 7.11 and Section 7.10 hereof were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Company fiscal year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that a) the amount such Member is obligated to restore or pursuant to any provision of this Agreement and (b) the amount such Member is deemed to be obligated to restore pursuant to Treasury the penultimate sentences of Regulations Section Sections 1.704-22(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv) 2.4 shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article 5 and this Exhibit "B" have been tentatively made as if Section 2.3 hereof and this Section 7.2(c)(iv) 2.4 were not in this the Agreement.

Gross Income Allocation. In the event If any Member has a deficit balance in such Member's Capital Account balance at the end of any Fiscal Year that is in excess of the sum of (as determined after crediting such Capital Account for any amounts x) the amount that such Member is obligated to restore or and (y) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Section Regulation Sections 1.704-22(g)(l) and (i)(5), that Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv9(c)(iv) shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in this Section 7.2 (other than Section 7.2(c)(iii)) 9 have been tentatively made as if this Section 7.2(c)(ivSections 9(c)(iii) and 9(c)(iv) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Fiscal Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount (if any) such Member is obligated to restore or under any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury under the penultimate sentences of Regulations Section Sections 1.704-22(g)(1) and 1.704-2(i)(5), items of Company income and gain each such Member shall be specially allocated to such Member items of income and gain in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to under this Section 7.2(c)(iv7.2(d) shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in this Section 7.2 (other than Section 7.2(c)(iii)) have been tentatively made as if Section 7.2(c) and this Section 7.2(c)(iv7.2(d) were not in this the Agreement.

Gross Income Allocation. In the event If any Member has a deficit balance in such Member's Capital Account (as determined after crediting such Capital Account for at the end of any amounts Accounting Period that is in excess of the sum of the amount such Member is obligated to restore restore, or the amount such Member is deemed obligated to restore pursuant to Treasury Regulations the next to last sentences of Section 1.704-2)2(g)(1) and Section 1.704-2(i)(5) of the Regulations, items of Company income and gain the Member shall be specially allocated to such Member items of income and gain in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; provided PROVIDED, HOWEVER, that an allocation alloca-tion pursuant to this Section 7.2(c)(iv) subsection shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article have been tentatively made as if this Section 7.2(c)(iv) subsection and the qualified income offset provision set forth in the preceding subsection were not in a part of this Agreement.

Gross Income Allocation. In the event If any Member has a deficit balance in such Member's Capital Account balance at the end of any Fiscal Year that is in excess of the sum of (as determined after crediting such Capital Account for any amounts i) the amount that such Member is obligated to restore or and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Section 1.704-2Regulation Sections 1.7042(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv4.3(d) shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article IV have been tentatively made as if this Section 7.2(c)(ivSections 4.3(c) and 4.3(d) were not in this Agreement.

Gross Income Allocation. In the event that any Member has a deficit balance in such Member's Capital Account at the end of any Company Fiscal Year that is in excess of the sum of (as determined after crediting such Capital Account for any amounts i) the amount that such Member is obligated to restore or and (ii) the amount that the Member is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulations Section Regulation Sections 1.704-22(g)(1) and (i)(5), that Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv3.4(d) shall be made only if and to the extent that -------------- such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article III have been tentatively made as if this Section 7.2(c)(iv------- 3.4(c) and 3.4(d) were not in this the Agreement.. -----------------

Gross Income Allocation. In the event any that a Member has a deficit balance in such Member's Capital Account at the end of any Company fiscal year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that such i) the amount the Member is obligated to restore or pursuant to any provision of this Agreement, and (ii) the amount the Member is deemed to be obligated to restore pursuant to Treasury Regulations Section Reg. Secs. 1.704-22(g) and (i)(5), the Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv4.3(d) shall be made only if and to the extent that such the Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article 4 have been tentatively made as if this Section 7.2(c)(iv4.3(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Company Fiscal Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i)the amount such Member is obligated to restore or pursuant to any provision of this Agreement and (ii)the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulations Section Sections 1.704-22(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv7.3(d) shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article 7 have been tentatively made as if this Section 7.2(c)(iv7.3(d) and Section 7.3(c) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Company Fiscal Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or pursuant to any provision of this Agreement and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulations Section Sections 1.704-22(g)(1) and 1.704-2(i)(5), each such Member will be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv7.3(d) shall will be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article VII have been tentatively made as if this Section 7.2(c)(iv7.3(d) and Section 7.3(c) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Company Fiscal Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-22(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv) A.10 shall be made only if and only to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) Article IX and this Appendix A have been tentatively made as if this Section 7.2(c)(iv) A.10 and Section A.9 hereof were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Company fiscal year that is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulations Section Sections 1.704-2)2(g)(1) and 1.704-2(i)(5) of the Treasury Regulations, each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv5.03(d) shall be made only if and only to the extent that such Member would have such a deficit Capital Account deficit (as so determined) balance in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article V have been tentatively made as if Section 5.03(c) hereof and this Section 7.2(c)(iv5.03(d) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Company fiscal year that is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulations Section Sections 1.704-2)2(g)(l) and 1.704-2(i)(5) of the Treasury Regulations, each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv4.3(d) shall be made only if and only to the extent that such Member would have such a deficit Capital Account deficit (as so determined) balance in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article 4 have been tentatively made as if this Section 7.2(c)(iv4.3(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Allocation Year that is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or pursuant to any provision of this Agreement and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury the penultimate sentences of Regulations Section 1.704-2Sections 1.7042(g)(1) and 1.7042(1)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv) shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Agreement have been tentatively made as if Section 4.11(c) and this Section 7.2(c)(iv4.11(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Fiscal Year that is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore pursuant to the terms of this Agreement or otherwise, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentence of each of Treasury Regulations Section Regulation (S)(S) 1.704-22(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv7.3(d) shall be made only if and only to the extent that such Member would have such a deficit Capital Account deficit (as so determined) after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) have been tentatively made as if this Section 7.2(c)(iv) were not in this Agreement.11

Gross Income Allocation. In the event any Member has a deficit balance in such Member's its Capital Account at the end of any taxable period in excess of the sum of (as determined after crediting such Capital Account for any amounts that A) the amount such Member is obligated required to restore or pursuant to the provisions of this Agreement and (B) the amount such Member is deemed obligated to restore pursuant to Treasury Regulations Section Regulation Sections 1.704-22(g) and 1.704-2(i)(5), items of Company income and gain such Member shall be specially allocated to such Member items of Company gross income and gain in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; provided provided, that an allocation pursuant to this Section 7.2(c)(iv‎Section 6.1(c)(v) shall be made only if and to the extent that such Member would have such a deficit balance in its Capital Account deficit (as so determined) adjusted after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this ‎Section 6.1 have been tentatively made as if ‎Section 6.1(c)(iv) and this Section 7.2(c)(iv‎Section 6.1(c)(v) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Fiscal Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulations Section the penultimate sentences of Sections 1.704-2)2(g)(l) and 1.704-2(i)(5) of the Regulations, each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; provided that provided, however, an allocation pursuant to this Section 7.2(c)(iv10.2(d) shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article X have been tentatively made as if Section 10.2(c) and this Section 7.2(c)(iv10.2(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Company fiscal year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury the penultimate sentences of Regulations Section 1.704-22(g)(1) and Section 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an any allocation pursuant to this Section 7.2(c)(ivSubparagraph 5.1.B(IV) shall be made only if and only to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Subparagraph 5.1.B have been tentatively made as if this Section 7.2(c)(ivSubparagraph 5.1.B(IV) and Subparagraph 5.1.B(III) were not in this the Agreement.

Gross Income Allocation. In the event If any Member has a deficit balance in such Member's Capital Account at the end of any Company Taxable Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount (if any) such Member is obligated to restore or 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 Treasury Regulations Section Sections 1.704-22(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv) 9.2.6 shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article 9 have been tentatively made as if this Section 7.2(c)(iv) 9.2.6 and Section 9.2.5 were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account balance at the end of any fiscal year that is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulations Section the .penultimate sentences of Sections 1.704-2)2(g)(1)(ii) and 1.704-2(i)(5) of the Regulations, each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv) 9.4 shall be made only if and only to the extent that such Member would have such a deficit Capital Account deficit (as so determined) balance in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article IX have been tentatively made as if Section 9.3 and this Section 7.2(c)(iv) 9.4 were not in this Agreement.

Gross Income Allocation. In the event If any Member has a deficit balance in such Member's Capital Account at the end of any fiscal year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-22(g)(1) and 1.704-2(i)(5), such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv7.2(d) shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article VII have been tentatively made as if Section 7.2(c) and this Section 7.2(c)(iv7.2(d) were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account (as determined after crediting such Capital Account for at the end of any Fiscal Year which is in excess ofthe sum of the amounts that such Member is obligated deemed to restore or is deemed be obligated to restore pursuant to Treasury Regulations Section the penultimate sentences ofSections l .704-2(g)(l) and 1.704-2)2(i)(5) ofthe Tax Regulations, items of Company income and gain each such Member shall be specially allocated to such Member items ofCompany income and gain in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv9.4(d) shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess ofsuch sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article IX have been tentatively made as if Section 9.4(c) and this Section 7.2(c)(iv9.4(d) were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Fiscal Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-22(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv) 8.11 shall be made only if and only to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article VIII have been tentatively made as if this Section 7.2(c)(iv) 8.11 and Section 8.10 hereof were not in this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Company fiscal year that is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury the next to last sentences of Regulations Section Sections 1.704- 2(g)(1) and 1.704-22(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv) 7.2.2 shall be made only if and to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article VII have been tentatively made as if Section 7.2.1 and this Section 7.2(c)(iv) 7.2.2 were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Company Fiscal Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section Sections 1.704-22(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv) 3.9 shall be made only if and only to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article III have been tentatively made as if this Section 7.2(c)(iv) 3.9 and Section 3.8 hereof were not in this the Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Fiscal Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulations Section Sections 1.704-22(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv8.05(d) shall be made only if and any to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article VIII have been tentatively made as if this Section 7.2(c)(iv8.05(d) and Section 8.05(c) hereof were not in this the Agreement.

Gross Income Allocation. In the event any that a Member has a deficit balance in such Member's Capital Account at the end of any Company fiscal year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that such i) the amount the Member is obligated to restore or pursuant to any provision of this Operating Agreement, and (ii) the amount the Member is deemed to be obligated to restore pursuant to Treasury Regulations Section 1.704-2Treas. Reg. Sec. 1.704‑2(g) and (i)(5), the Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv) paragraph shall be made only if and to the extent that such the Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) this Article 4 have been tentatively made as if this Section 7.2(c)(iv4.03(d) were not in this Operating Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of any Company Fiscal Year which is in excess of the sum of (as determined after crediting such Capital Account for any amounts that i) the amount such Member is obligated to restore or and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704Sections l.704-22(g)(l) and l.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in an the amount and manner sufficient to eliminate such deficit (as so determined) of such Member's Capital Account excess as quickly as possible; , provided that an allocation pursuant to this Section 7.2(c)(iv) A.10 shall be made only if and only to the extent that such Member would have such a deficit Capital Account deficit (as so determined) in excess of such sum after all other allocations provided for in Section 7.2 (other than Section 7.2(c)(iii)) Article VI and this Appendix A have been tentatively made as if this Section 7.2(c)(iv) A.10 and Section A.9 hereof were not in this Agreement.