Common use of Qualified Income Offset Clause in Contracts

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.04(b)(iii) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V 5 have been tentatively made as if this Section 5.04(b)(iii) were not in the Agreement.

Qualified Income Offset. In the event that any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii5.4(c) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V 5 have been tentatively made as if this Section 5.04(b)(iii5.4(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminaterestore, to the extent required by the Treasury Regulations, the Member’s Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii6.03(d)(i) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V VI have been tentatively made as if this Section 5.04(b)(iii6.03(d)(i) were was not in the this Agreement.

Qualified Income Offset. In the event any Member Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company Partnership income and gain shall be specially allocated to such Member Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member Partner as promptly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii) shall be made only if and to the extent that the Member Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V 5 have been tentatively made as if this Section 5.04(b)(iii) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly as possible; provided provided, that an allocation pursuant to this Section 5.04(b)(iii) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.04(b)(iii) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions Distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii5.03(a)(iii) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.04(b)(iii5.03(a)(iii) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4l(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5l(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6l(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; provided , provided, that an allocation pursuant to this Section 5.04(b)(iii5.3(f) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V 5 have been tentatively made as if this Section 5.04(b)(iii) were not in the Agreementmade.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6)) of the Regulations, items of Company Fund income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the any Adjusted Capital Account Deficit of the Member as promptly quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.04(b)(iii) 4.6.3 shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V Section 4.6 have been tentatively made as if this Section 5.04(b)(iii) 4.6.3 were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V 5 have been tentatively made as if this Section 5.04(b)(iii) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(41.704‑1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5(5) or Section 1.704-1(b)(2)(ii)(d)(6(6), items Company Items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminateeliminate as quickly as possible, to the extent required by the Treasury Regulations, the any Adjusted Capital Account Deficit of the Member as promptly as possibleDeficit; provided that an allocation pursuant to this Section 5.04(b)(iii4.3(d) shall be made only if and to the extent that the such Member would have an Adjusted such a deficit Capital Account Deficit after all other allocations adjustments provided for in this Article V Section 4.3 have been tentatively made as if this Section 5.04(b)(iii4.3(d) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income income, gain and gain Simulated Gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly as possible; provided provided, that an allocation pursuant to this Section 5.04(b)(iii) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.04(b)(iii) were not in the this Agreement.

Qualified Income Offset. In the event that any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii5.3(c) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.04(b)(iii5.3(c) were not in the this Agreement.

Qualified Income Offset. In the event If any Member unexpectedly receives any adjustmentsan adjustment, allocationsallocation, or distributions described in distribution of the type contemplated by Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5(5) or Section 1.704-1(b)(2)(ii)(d)(6(6), items of Company income and gain shall will be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the eliminate any resulting deficit balance in such Member’s Adjusted Capital Account Deficit of the Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii5.02(b)(iii) shall be made only if and only to the extent that the such Member would have an Adjusted Capital Account Deficit deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.04(b)(iii5.02(b)(iii) were not in this Agreement. It is intended that this Section 5.02(b)(iii) qualify and be construed as a “qualified income offset” within the Agreementmeaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly as possible; provided provided, that an allocation pursuant to this Section 5.04(b)(iii) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.04(b)(iii) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.04(b)(iii) 6.2.3 shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V 6 have been tentatively made as if this Section 5.04(b)(iii) 6.2.3 were not in the Agreement.

Qualified Income Offset. In the event that any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii5.4(c) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V ARTICLE 5 have been tentatively made as if this Section 5.04(b)(iii5.4(c) were not in the this Agreement.

Qualified Income Offset. In the event If any Member unexpectedly receives any adjustments, allocations, or distributions Distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), the Company must specially allocate items of Company income and gain shall be specially allocated to such Member each of those Members in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit Deficits of the Member each of those Members as promptly quickly as possible; provided that . Notwithstanding the foregoing, an allocation pursuant to under this Section 5.04(b)(iii10.5(c) shall must be made only if and only to the extent that the Member each of those Persons would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V X have been tentatively made as if this Section 5.04(b)(iii10.5(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminaterestore, to the extent required by the Treasury Regulations, the Member’s Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii6.3(d)(i) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V VI have been tentatively made as if this Section 5.04(b)(iii6.3(d)(i) were was not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5(5) or Section 1.704-1(b)(2)(ii)(d)(6(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted any deficit balance in such Member’s Capital Account Deficit of (after giving effect to the Member adjustments set forth in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) (an “adjusted capital account deficit”) as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii4.3(c) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit adjusted capital account deficit after all other allocations provided for in this Article V Section 4.3 have been tentatively made as if this Section 5.04(b)(iii4.3(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Sections §§ 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii5.2(c) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.04(b)(iii5.2(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Sections 1.704-1.704 1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5(5) or Section 1.704-1(b)(2)(ii)(d)(6(6), items Company Items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminateeliminate as quickly as possible, to the extent required by the Treasury Regulations, the any Adjusted Capital Account Deficit of the Member as promptly as possibleDeficit; provided that an allocation pursuant to this Section 5.04(b)(iii4.3(d) shall be made only if and to the extent that the such Member would have an Adjusted such a deficit Capital Account Deficit after all other allocations adjustments provided for in this Article V Section 4.3 have been tentatively made as if this Section 5.04(b)(iii4.3(d) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminaterestore, to the extent required by the Treasury Regulations, the Member's Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii6.03(d)(i) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V VI have been tentatively made as if this Section 5.04(b)(iii6.03(d)(i) were was not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii5.1(c)(i) shall be made only if and only to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V 5 have been tentatively made as if this Section 5.04(b)(iii5.1(c)(i) were not a term of this Agreement. This Section 5.1(c)(i) is intended to constitute a “qualified income offset” provision as described in the AgreementTreasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

Qualified Income Offset. In the event Notwithstanding any other provision of this Agreement, if any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(41.704- l(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5(5) or Section 1.704-1(b)(2)(ii)(d)(6)(6) of the Treasury Regulations, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.04(b)(iii(c) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V Section 5 of thisExhibit B have been tentatively made as if this Section 5.04(b)(iii) were not in the Agreement.

Qualified Income Offset. In the event any Member ----------------------- unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminaterestore, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii6.03(d)(i) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V VI have been tentatively made as if this Section 5.04(b)(iii6.03(d)(i) were was not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminaterestore, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii8.03(d)(i) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V VIII have been tentatively made as if this Section 5.04(b)(iii8.03(d)(i) were was not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminaterestore, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; provided , provided, that an allocation pursuant to this Section 5.04(b)(iii8.03(d)(i) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V VIII have been tentatively made as if this Section 5.04(b)(iii8.03(d)(i) were was not in the this Agreement.

Qualified Income Offset. In the event any Economic Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Economic Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Economic Member as promptly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii) shall be made only if and to the extent that the Economic Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.04(b)(iii) were not in the this Agreement.

Qualified Income Offset. In the event any If a Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), or otherwise has an adjusted Capital Account deficit as of the end of a fiscal year, items of Company income and gain shall be specially allocated to such the Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted adjusted Capital Account Deficit deficit of the Member as promptly quickly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii5.2(b) shall be made only if and to the extent that the such Member would have an Adjusted adjusted Capital Account Deficit deficit after all other allocations provided for in this Article V have been tentatively made applied as if this Section 5.04(b)(iii5.2(b) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii6.4(c) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V Agreement have been tentatively made as if this Section 5.04(b)(iii6.4(c) were not in this Agreement. This Section 6.4(c) is intended to comply with the Agreementqualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(41.704(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1.704- 1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially specifically allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii5.2(c) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V Section 5 have been tentatively made as if this Section 5.04(b)(iii5.2(c) were not in the this Agreement.

Qualified Income Offset. In the event If any Member Venturer unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6)) of the Regulations, items of Company Venture income and gain shall be specially allocated to each such Member Venturer in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member such Venturer as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii4.06(d)(iii) shall be made only if and to the extent that the Member such Venturer would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V Section 4.06 have been tentatively made as if this Section 5.04(b)(iii4.06(d)(iii) were not in the Agreement.

Qualified Income Offset. In the event any If a Member unexpectedly receives any adjustmentsadjustment, allocations, allocation or distributions distribution described in Treasury Regulations Sections Regulation Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5(5) or Section 1.704-1(b)(2)(ii)(d)(6(6), items of Company income and gain shall be specially specifically allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii) Subsection shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in Section 5.01 and this Article V Section 5.04 of this Agreement tentatively have been tentatively made as if this Section 5.04(b)(iiiSubsection (d) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly as possible; provided that an allocation pursuant to this Section ‎Section 5.04(b)(iii) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V ‎Article 5 have been tentatively made as if this Section ‎Section 5.04(b)(iii) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Sections Regulation Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii5.1(b)(i) shall be made only if and only to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V 5 have been tentatively made as if this Section 5.04(b)(iii5.1(b)(i) were not a term of this Agreement. This Section 5.1(b)(i) is intended to constitute a “qualified income offset” provision as described in the AgreementTreasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminaterestore, to the extent required by the Treasury Regulations, the Member’s Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii6.04(b)(i) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V VI have been tentatively made as if this Section 5.04(b)(iii6.04(b)(i) were was not in the this Agreement.

Qualified Income Offset. In the event If any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall will be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to under this Section 5.04(b)(iii6.2(c) shall may be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V Section 6.2 have been tentatively made as if this Section 5.04(b)(iii6.2(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections Section 1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6)) of the Regulations, items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii5.2(c) shall be made only if and to the extent that the such Member would have an Adjusted adjusted Capital Account Deficit after all other allocations provided for in this Article V Section 5 have been tentatively made as if this Section 5.04(b)(iii5.2(c) were not in the LLC Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminaterestore, to the extent required by the Treasury Regulations, the Member's Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii6.03(d)(i) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V VI have been tentatively made as if this Section 5.04(b)(iii6.03(d)(i) were was not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall for Capital Account purposes for such Fiscal Year will be specially allocated to such the Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iiiParagraph 1.3(e) shall will be made only if and only to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V 1 have been tentatively made as if this Section 5.04(b)(iiiParagraph 1.3(e) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly quickly as possible; provided provided, that an allocation pursuant to this Section 5.04(b)(iiiParagraph 1.4(c) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V Exhibit C have been tentatively made as if this Section 5.04(b)(iiiParagraph 1.4(c) were not in the Agreement.part of this Exhibit C.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in clauses (4), (5) or (6) of Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(61(b)(2)(ii)(d), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit created by such adjustments, allocations or distributions of the such Member as promptly quickly as possible; provided that an allocation . Allocation pursuant to this Section 5.04(b)(iii5.3(c) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.04(b)(iii5.3(c) were not in the Agreement. This Section 5.3(c) is intended to constitute a "qualified income offset" within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(3).

Qualified Income Offset. In the event any Nonvoting Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Nonvoting Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Nonvoting Member as promptly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii) shall be made only if and to the extent that the Nonvoting Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.04(b)(iii) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1.704 - 1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6)) of the Treasury Regulations, items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii5.2(d) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V Section 5.2 have been tentatively made as if this Section 5.04(b)(iii) were not in the Agreement.

Qualified Income Offset. In the event any If either Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1.704- 1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.04(b)(iii5.2(e) shall be made only if and only to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V Section 5 have been tentatively made as if this Section 5.04(b)(iii5.2(e) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) l(b)(2)(ii)(d)(5), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain for Capital Account purposes for such Fiscal Year shall be specially allocated to such the Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iiiParagraph 1.3(e) shall be made only if and only to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V 1 have been tentatively made as if this Section 5.04(b)(iiiParagraph 1.3(e) were not in the Agreement.

Qualified Income Offset. In the event that any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member created by such adjustments, allocations, or distributions as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii5.3(c) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.04(b)(iii5.3(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Sections §§ 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-– 1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such that Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii4.2(c) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V Agreement have been tentatively made as if this Section 5.04(b)(iii4.2(c) were not in the Agreement.

Qualified Income Offset. In the event any Member Holder unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections Section 1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member that Holder in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member Holder as promptly quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.04(b)(iii12.6(c) shall be made only if and only to the extent that the Member Holder would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V XII have been tentatively made as if this Section 5.04(b)(iii12.6(c) were not in the this Agreement.

Qualified Income Offset. In the event If any Member unexpectedly receives any ----------------------- adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1.704- 1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.04(b)(iii5.2(e) shall be made only if and only to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V Section 5 have been tentatively made as if this Section 5.04(b)(iii5.2(e) were not in the this Agreement.

Qualified Income Offset. In the event If any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminaterestore, to the extent required by the Treasury Regulations, the Member's Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii6.03(d)(i) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V VI have been tentatively made as if this Section 5.04(b)(iii6.03(d)(i) were was not in the this Agreement.

Qualified Income Offset. In the event any Member Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company Partnership income and gain shall be specially allocated to such Member Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member Partner as promptly as possible; provided that an allocation pursuant to this Section ‎Section 5.04(b)(iii) shall be made only if and to the extent that the Member Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V ‎Article 5 have been tentatively made as if this Section ‎Section 5.04(b)(iii) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(51(b) (2)(ii)(d)(5), or Section 1.704-1(b)(2)(ii)(d)(6), and such Member has a Capital Account deficit, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted its Capital Account Deficit of the Member deficit created by such adjustments, allocations or distributions as promptly quickly as possible; provided that an . An allocation pursuant to this Section 5.04(b)(iii) 4.3 shall be made only if and to the extent that the Member would have an Adjusted a negative Capital Account Deficit after all other allocations provided for in this Article V ARTICLE 4 have been tentatively made as if this Section 5.04(b)(iii) 4.3 were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1.704- 1(b)(2)(ii)(d)(6)) of the Regulations, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury RegulationsRegulations promulgated under Section 704(b) of the Code, the its Adjusted Capital Account Deficit of the Member created by such adjustments, allocations or distributions as promptly quickly as possible; provided provided, that an allocation pursuant to this Section 5.04(b)(iii6.2(b)(iii) shall be made only if and to the extent that the such Member would have such an Adjusted Capital Account Deficit after all other allocations provided for in this Article V Section 6.2 have been tentatively made as if this Section 5.04(b)(iii6.2(b)(iii) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii5.1(d)(i) shall be made only if and only to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V 5 have been tentatively made as if this Section 5.04(b)(iii5.1(d)(i) were not a term of this Agreement. This Section 5.1(d)(i) is intended to constitute a “qualified income offset” provision as described in the AgreementTreasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Sections Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5l(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6)1(b)(2)(ii)(6) of the Treasury Regulations, items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iiisubsection 6.04(a)(ii) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V VI have been tentatively made as if this Section 5.04(b)(iiisubsection 6.04(a)(ii) were not in the LLC Agreement.,

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections §1.704-1(b)(2)(ii)(d)(4), §1.704-1(b)(2)(ii)(d)(5) or Section §1.704-1(b)(2)(ii)(d)(6)l(b)(2)(ii)(d)(6) of the Regulations, items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted any deficit balance in such Member’s Capital Account Deficit (adjusted as required by the Regulations) of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii4(f)(iii) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V Section 4 have been tentatively made as if this Section 5.04(b)(iii4(f)(iii) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(64(b)(2)(ii)(d)(6) (modified, as appropriate, by Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5)), items of Company income and gain for such Fiscal Year shall be specially allocated to such the Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the any Adjusted Capital Account Deficit of the Member as promptly quickly as possible; provided PROVIDED, that an allocation pursuant to this Section 5.04(b)(iii6.6(c)(iii) shall be made only if and only to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V Section 6.6 have been tentatively made as if this Section 5.04(b)(iii6.6(c)(iii) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections Section 1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iiiSubsection 5.3(c) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V 5 have been tentatively made as if this Section 5.04(b)(iiiSubsection 5.3(c) and Subsection 5.3(h) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions Distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4subparagraphs (4), 1.704-1(b)(2)(ii)(d)(5(5), or (6) or of Section 1.704-1(b)(2)(ii)(d)(6)1(b)(2)(ii)(d) of the Treasury Regulations, items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit account Deficient of the such Member as promptly quickly as possible; , provided that an allocation allocated pursuant to this Section 5.04(b)(iiiparagraph (c) shall be made only if and only to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V 5 have been tentatively made as if this Section 5.04(b)(iiiparagraph (c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations WEIL:\98138660\9\68083.0004 Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V 5 have been tentatively made as if this Section 5.04(b)(iii) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the any deficit Adjusted Capital Account Deficit Balance of the such Member as promptly quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.04(b)(iii) 6.2.3 shall be made only if and to the extent that the such Member would have an a deficit Adjusted Capital Account Deficit Balance after all other allocations provided for in this Article V 6 have been tentatively made as if this Section 5.04(b)(iii) 6.2.3 were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain of the Company shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.04(b)(iii6.2(b)(iii) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V VI have been tentatively made as if this Section 5.04(b)(iii6.2(b)(iii) were not in the this Agreement.;

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in paragraphs (4), (5) and (6) of Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(61(b)(2)(ii)(d), items of Company income and gain shall be specially allocated to such Member Members in an amount and manner sufficient to eliminate, to the extent required by the Treasury such Regulations, the Adjusted Capital Account Deficit deficit of the Member such Members as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii5.3(c) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit deficit after all other allocations provided for in this Article V 5 have been tentatively made as if this Section 5.04(b)(iii5.2(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(41.704- l(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5l(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6l(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii6.2(c) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V VI have been tentatively made as if this Section 5.04(b)(iii6.2(c) were not in the Agreement.

Qualified Income Offset. In the event that any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii5.3(c) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.04(b)(iii5.3(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminaterestore, to the extent required by the Treasury Regulations, the Member's Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii6.3(d)(i) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V 6 have been tentatively made as if this Section 5.04(b)(iii6.3(d)(i) were was not in the this Agreement.

Qualified Income Offset. In the event that any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii5.4(c) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V 5 have been tentatively made as if this Section 5.04(b)(iii5.4(c) were not in the this Agreement.

Qualified Income Offset. In the event If any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminaterestore, to the extent required by the Treasury Regulations, the Member’s Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii6.03(d)(i) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V VI have been tentatively made as if this Section 5.04(b)(iii6.03(d)(i) were was not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly ----------------------- receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminaterestore, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii6.03(d)(i) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V VI have been tentatively made as if this Section 5.04(b)(iii6.03(d)(i) were was not in the this Agreement.

Qualified Income Offset. In the event that any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections §§1.704-1(b)(2)(ii)(d)(4), 1.704-1.704- 1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6)) of the Regulations, items of Company gross income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; provided that provided, however, an allocation pursuant to this Section 5.04(b)(iii4.5(c) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V ARTICLE 4 have been tentatively made as if this Section 5.04(b)(iii4.5(c) were was not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(51.704 -1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income income, gain and gain Simulated Gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly as possible; provided provided, that an allocation pursuant to this Section 5.04(b)(iii) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.04(b)(iii) were not in the this Agreement.

Qualified Income Offset. In the event Notwithstanding any other provision of this Agreement, if any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(41.704- l(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5(5) or Section 1.704-1(b)(2)(ii)(d)(6)(6) of the Treasury Regulations, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.04(b)(iii(c) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V Section 5of thisExhibit B have been tentatively made as if this Section 5.04(b)(iii) were not in the Agreement.

Qualified Income Offset. In the event Notwithstanding any other provision of this Agreement, if any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(41.704- l(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5(5) or Section 1.704-1(b)(2)(ii)(d)(6)(6) of the Treasury Regulations, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.04(b)(iii(c) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in Section 5 of this Article V Exhibit B have been tentatively made as if this Section 5.04(b)(iii) were not in the Agreement.

Qualified Income Offset. In the event that any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(61(b)(2) (ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii5.3(c) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.04(b)(iii5.3(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Sections Section 1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii5.3(b)(iii) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article ARTICLE V have been tentatively made as if this Section 5.04(b)(iii5.3(b)(iii) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) (5), or Section 1.704-1(b)(2)(ii)(d)(6(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.04(b)(iii5.05(c) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V 5 have been tentatively made as if this Section 5.04(b)(iii5.05(c) were not in this Agreement. This Section 5.05(c) is intended to comply with the Agreementqualified income offset provision in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted and applied consistently therewith.

Qualified Income Offset. In the event If any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections Regulation Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6through (6), items of Company income and gain shall will be specially allocated to such that Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury RegulationsRegulations promulgated under Code § 704(b), the Member’s Adjusted Capital Account Deficit of the Member created by those adjustments, allocations or distributions as promptly quickly as possible; provided that that, an allocation pursuant to under this Section 5.04(b)(iii5.1(a)(iii) shall will be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V 5 have been tentatively made as if this Section 5.04(b)(iii5.1(a)(iii) were not a part of this Agreement. This Section 5.1(a)(iii) is intended as a “qualified income offset” as that term is used in the AgreementTreasury Regulation Section 1.704-1(b)(2)(ii)(d) and will be interpreted consistently with that Section.

Qualified Income Offset. In the event If any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6)1(b)(2) (ii)(d)(6) of the Treasury Regulations, items of Company income and gain shall be specially allocated to such that Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii5.2(c) shall be made only if and to the extent that the Member in question would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if without regard to this Section 5.04(b)(iii) were not in the Agreement5.2(c).

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V ARTICLE 5 have been tentatively made as if this Section 5.04(b)(iii) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5(5) or Section 1.704-1(b)(2)(ii)(d)(6and (6), items of Company income and gain shall be specially allocated to each such Member Member, as the case may be, in an amount and manner sufficient to eliminate, to the extent required by the Treasury RegulationsRegulations under Section 704(b) of the Code, the Adjusted deficit of such Member's Capital Account Deficit of (as adjusted by amounts the Member is obligated or deemed obligated to contribute to the Company for purposes of applying the qualified income offset rule) as promptly quickly as possible; provided that an allocation pursuant to this Section 5.04(b)(iiisubsection 5.11(b)(iii) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit such capital account deficit after all other allocations provided for in this Article V Sections 5.8 and 5.11 have been tentatively made as if this Section 5.04(b)(iiisubsection 5.11(b)(iii) were not in the this Agreement.

Qualified Income Offset. In the event If any Member unexpectedly receives any adjustments, allocations, or distributions described in clauses (4), (5) or (6) of Treasury Regulations Sections ss. 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(61(b)(2)(ii)(d), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member created by such adjustments, allocations, or distributions as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii4.3(c) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V IV have been tentatively made as if this Section 5.04(b)(iii4.3(c) were not in the Agreement.. This Section 4.3(c) is intended to constitute a "qualified income offset" within the meaning of Treasury Regulations

Qualified Income Offset. In the event any Member Shareholder unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member such Shareholder as promptly quickly as possible; provided , provided, however, that an allocation pursuant to this Section 5.04(b)(iii17.2(c) shall be made only if and to the extent that the Member such Shareholder would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V Section 17.2 have been tentatively made as if this Section 5.04(b)(iii17.2(c) were not contained in the this Agreement.

Qualified Income Offset. In the event If any Member unexpectedly receives any adjustmentsadjustment, allocations, allocation or distributions distribution described in Treasury Regulations Sections section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5(5) or Section 1.704-1(b)(2)(ii)(d)(6(6) and such adjustment, allocation or distribution causes or increases a deficit in such Member’s Capital Account (a “Deficit”), items of Company gross income and gain for such Accounting Period and each subsequent Accounting Period shall be specially specifically allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury RegulationsRegulation, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii5.2(c) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account a Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.04(b)(iii5.2(c) were not in the this Agreement.. This

Qualified Income Offset. In the event any A Member who unexpectedly receives any adjustmentsadjustment, allocations, allocation or distributions distribution described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5(5) or Section 1.704-1(b)(2)(ii)(d)(6), (6) will be specially allocated items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii5.2(c)(3) shall will be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit such a deficit after all other allocations provided for in this Article V Agreement have been tentatively made as if this Section 5.04(b)(iii5.2(c)(3) were not in this Agreement. It is intended that this Section 5.2(c)(3) qualify and be construed as a “qualified income offset” within the Agreementmeaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; provided that , provided, that, an allocation pursuant to this Section 5.04(b)(iii5.2(b) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article ARTICLE V have been tentatively made as if this Section 5.04(b)(iii) were not in the Agreementmade.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections Regulation Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii5.1(c)(i) shall be made only if and only to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V 5 have been tentatively made as if this Section 5.04(b)(iii5.1(c)(i) were not a term of this Agreement. This Section 5.1(c)(i) is intended to constitute a “qualified income offset” provision as described in the AgreementTreasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

Qualified Income Offset. In the event any Member Holder unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections Section 1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member that Holder in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member Holder as promptly quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.04(b)(iii10.6(c) shall be made only if and only to the extent that the Member Holder would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V X have been tentatively made as if this Section 5.04(b)(iii10.6(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminaterestore, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii6.03(d)(i) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V VI have been tentatively made as if this Section 5.04(b)(iii6.03(d)(i) were was not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly ----------------------- receives any adjustments, allocations, or distributions described in paragraphs (4), (5) and (6) of Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(61(b)(2)(ii)(d), items of Company income and gain shall be specially allocated to such Member Members in an amount and manner sufficient to eliminate, to the extent required by the Treasury such Regulations, the Adjusted Capital Account Deficit deficit of the Member such Members as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii5.3(c) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit deficit after all other allocations provided for in this Article V 5 have been tentatively made as if this Section 5.04(b)(iii5.2(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5(5) or Section 1.704-1(b)(2)(ii)(d)(6(6), items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year) shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii6.2(b) shall be made only if and only to the extent that the Member such member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V VI have been tentatively made as if this Section 5.04(b)(iii6.2(b) were not in the Agreement.. For purposes of this Agreement, an "ADJUSTED

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Sections Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.04(b)(iii6.2(b) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V 6 have been tentatively made as if this Section 5.04(b)(iii6.2(b) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(41.704‑1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(51.704‑1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(61.704‑1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as promptly as possible; provided provided, that an allocation pursuant to this Section 5.04(b)(iii5.03(b)(iii) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.04(b)(iii5.03(b)(iii) were not in the this Agreement.

Qualified Income Offset. In the event any If either Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1.704- 1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; provided provided, however, that an allocation pursuant to this Section 5.04(b)(iii5.2(e) shall be made only if and only to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V Section 5 have been tentatively made as if this Section 5.04(b)(iii5.2(e) were not in the this Agreement.

Qualified Income Offset. In the event If any Member unexpectedly receives any adjustmentsan adjustment, allocationsallocation, or distributions described in distribution of the type contemplated by Treasury Regulations Sections Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5(5) or Section 1.704-1(b)(2)(ii)(d)(6(6), items of Company income and gain shall will be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the eliminate any resulting deficit balance in such Member’s Adjusted Capital Account Deficit of the Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii5.02(b)(iii) shall be made only if and only to the extent that the such Member would have an Adjusted Capital Account Deficit deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.04(b)(iii5.02(b)(iii) were not in this Agreement. It is intended that this Section 5.02(b)(iii) qualify and be construed as a “qualified income offset” within the Agreementmeaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) ), or Section 1.704-1(b)(2)(ii)(d)(64(b)(2)(ii)(d)(6) (modified, as appropriate, by Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5)), items of Company income and gain for such Fiscal Year shall be specially allocated to such the Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the any Adjusted Capital Account Deficit of the Member as promptly quickly as possible; provided that an allocation pursuant to this Section 5.04(b)(iii5.6(c)(iii) shall be made only if and only to the extent that the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V Section 5.6 have been tentatively made as if this Section 5.04(b)(iii5.6(c)(iii) were not in the Agreement.

Qualified Income Offset. In the event any Member ---------------------- unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminaterestore, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the such Member as promptly quickly as possible; , provided that an allocation pursuant to this Section 5.04(b)(iii6.03(d)(i) shall be made only if and to the extent that the such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article V VI have been tentatively made as if this Section 5.04(b)(iii6.03(d)(i) were was not in the this Agreement.