Common use of Gross Income Allocation Clause in Contracts

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

Gross Income Allocation. In the event any Member has a deficit balance in such Member's Capital Account at the end of (as determined after crediting such Capital Account for any Company Fiscal Year amounts that is in excess of the sum of (i) the amount such Member is obligated to restore, and (ii) the amount such Member restore or is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections Section 1.704-2(g)(1) and 1.704-2(i)(52), each such Member shall be specially allocated items of Company income and gain shall be specially allocated to such Member in the an amount and manner sufficient to eliminate such deficit (as so determined) of such excess Member's Capital Account as quickly as possible, ; provided that an allocation pursuant to this Section 10.02(d7.2(c)(iv) shall be made only if and only to the extent that such Member would have a deficit such Capital Account in excess of such sum deficit (as so determined) after all other allocations provided for in this Article 10 Section 7.2 (other than Section 7.2(c)(iii)) have been tentatively made as if Section 10.02(c) hereof and this Section 10.02(d7.2(c)(iv) were not in the this Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account balance at the end of any Company Fiscal Year that is in excess of the sum of (i) the amount that such Member is obligated to restore, restore and (ii) the amount such that the Member is deemed to be obligated to restore pursuant to the penultimate sentences sentence of Regulations Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5(i)(5), each such that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d4.3(d) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 IV have been tentatively made as if Section 10.02(cSections 4.3(c) hereof and this Section 10.02(d4.3(d) were not in the this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that which is in excess of the sum of (i) the amount such Member is obligated to restore, restore pursuant to any provision of this Agreement and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d7.3(d) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 7 have been tentatively made as if Section 10.02(c) hereof and this Section 10.02(d7.3(d) and Section 7.3(c) were not in the Agreement.

Gross Income Allocation. In the event any If a Member has a deficit Capital Account at the end of any Company Fiscal Year of the Company that is in excess of exceeds the sum of (i) the amount such the Member is obligated to restore, and (ii) the amount such the Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), then each such Member shall be specially allocated items of Company income and gain of the Company in the amount of such the excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d7.4(b) shall be made if and only to the extent that such the Member would have a deficit Capital Account in excess of such that sum after all other allocations provided for in this Article 10 7 have been tentatively made as if without considering Section 10.02(c7.4(a) hereof and this Section 10.02(d) were not in the Agreementor 7.4(b).

Gross Income Allocation. In the event any Member has a deficit balance in such Member’s Capital Account at the end of (as determined after crediting such Capital Account for any Company Fiscal Year amounts that is in excess of the sum of (i) the amount such Member is obligated to restore, and (ii) the amount such Member restore or is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections Section 1.704-2(g)(1) and 1.704-2(i)(52), each such Member items of Membership income and gain shall be specially allocated items of Company income to such Member in an amount and gain in the amount manner sufficient to eliminate such deficit (as so determined) of such excess Member’s Capital Account as quickly as possible, ; provided that an allocation pursuant to this Section 10.02(d5.2(c)(iv) shall be made only if and only to the extent that such Member would have a deficit such Capital Account in excess of such sum deficit (as so determined) after all other allocations provided for in this Article 10 Section 5.2 (other than Section 5.2(c)(iii)) have been tentatively made as if Section 10.02(c) hereof and this Section 10.02(d5.2(c)(iv) were not in the this Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Company Fiscal Year that is in excess of the sum of (i) the amount such Member is obligated to restorerestore pursuant to any provision of this Agreement, and (ii) the amount such Member is or are deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), respectively, each such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d10.5(d) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 X have been tentatively made as if Section 10.02(c10.5(c) hereof and this Section 10.02(d10.5(d) were not in the this Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Company Fiscal Year that is in excess of the sum of (i) the amount such Member is obligated to restorerestore pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections Treas. Reg. §§1.704-2(g)(1) and 1.704-2(i)(5(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d) 5.05 shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 5 have been tentatively made as if Section 10.02(c) 5.04 hereof and this Section 10.02(d) 5.05 were not in the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that which is in excess of the sum of (i) the amount such Member is obligated to restore, restore and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d) A.10 shall be made if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in Article VI and this Article 10 Appendix A have been tentatively made as if Section 10.02(c) hereof and this Section 10.02(d) A.10 and Section A.9 hereof were not in the this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that which is in excess of the sum of (i) the amount such Member is obligated to restore, restore and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided, provided that however, an allocation pursuant to this Section 10.02(d12.03(d) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 XII have been tentatively made as if Section 10.02(c12.03(c) hereof and this Section 10.02(d12.0(d) were not in the this Agreement.

Gross Income Allocation. In the event that any Member has a deficit Capital Account at the end of any Company Fiscal Year that which is in excess of the sum of (i) the amount such Member is obligated to restorerestore pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections §1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall will be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(dSubsection (d) shall will be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 VII have been tentatively made as if Section 10.02(c7.02 (b) hereof and this Section 10.02(d7.02 (d) were not in the this Agreement.

Gross Income Allocation. In the event any that a Member has a deficit Capital Account at the end of any Company Fiscal Year that fiscal year which is in excess of the sum of (i) the amount such the Member is obligated to restorerestore pursuant to any provision of this Operating Agreement, and (ii) the amount such the Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections Treas. Reg. Sec. 1.704-2(g)(12(g) and 1.704-2(i)(5(i)(5), each such the Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d) paragraph shall be made if and only to the extent that such the Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 4 have been tentatively made as if Section 10.02(c) hereof and this Section 10.02(dParagraph 4.03(d) were not in the this Operating Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account deficit at the end of any Company Fiscal Year that taxable year which is in excess of the sum of (i) the amount such Member is obligated to restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences sentence of Regulations Sections Reg. ss. 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d5.03(c) shall be made only if and only to the extent that any such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 V have been tentatively made as if this Section 10.02(c5.03(c) hereof and this Section 10.02(d5.03(d) were not in the Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Company Fiscal Year fiscal year that is in excess of the sum of (i) the amount such the Member is obligated to restore, restore pursuant to any provision of this Operating Agreement and (ii) the amount such the Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections Treas Reg 1.704-2(g)(1) and 1.704-2(i)(5(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such the excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d) section 5.2.4 shall be made only if and only to the extent that such the Member would have a deficit Capital Account in excess of such this sum after all other allocations provided for in this Article 10 article V have been tentatively made as if Section 10.02(c) hereof section 5.2.3 and this Section 10.02(d) section 5.2.4 were not in the Operating Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in its Capital Account at the end of any Company Fiscal Year that is taxable period in excess of the sum of (iA) the amount such Member is obligated required to restore, restore pursuant to the provisions of this Agreement and (iiB) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, provided that an allocation pursuant to this Section 10.02(d6.1(b)(iv) shall be made only if and only to the extent that such Member would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article 10 Section 6.1 have been tentatively made as if Section 10.02(c6.1(b)(iii) hereof and this Section 10.02(d6.1(b)(iv) were not in the this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that which is in excess of the sum of (i) the amount such Member is obligated to restore, restore and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(12(g)(l) and 1.704-2(i)(5)) of the Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided, provided that however, an allocation pursuant to this Section 10.02(d12.03(d) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 XII have been tentatively made as if Section 10.02(c12.03(c) hereof and this Section 10.02(d12.0(d) were not in the this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that which is in excess of the sum of (i) the amount such Member is obligated to restore, restore pursuant to any provision of this Agreement and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d6.3(f) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 Section 6.3 have been tentatively made as if Section 10.02(c) hereof and this Section 10.02(d6.3(f) and Section 6.3(e) were not in the this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that which is in excess of the sum of (i) the amount such Member is obligated to restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c) or the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided, provided that an allocation pursuant to this Section 10.02(dParagraph 1.4(d) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum amount after all other allocations provided for in this Article 10 Exhibit C have been tentatively made as if Section 10.02(cParagraph 1.4(c) hereof and this Section 10.02(dParagraph 1.4(d) were not in the Agreement.part of this Exhibit C.

Gross Income Allocation. In the event any Member has a deficit in its Capital Account at the end of any Company Fiscal Year that which is in excess of the sum of (i) the amount such Member is obligated to restorerestore pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possibleexcess, provided that an allocation pursuant to this Section 10.02(d) shall be made only if and only to the extent that such Member would have a deficit in its Capital Account in excess of such sum after all other allocations provided for in this Article 10 IV have been tentatively made as if Section 10.02(c4.05(c) hereof and this Section 10.02(d) were not in the this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in its Capital Account at the end of any Company Fiscal Year that is taxable period in excess of the sum of (iA) the amount such Member is obligated required to restore, restore pursuant to the provisions of this Agreement and (iiB) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Treasury Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, provided that an allocation pursuant to this Section 10.02(d6.1(c)(v) shall be made only if and only to the extent that such Member would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article 10 Section 6.1 have been tentatively made as if Section 10.02(c6.1(c)(iv) hereof and this Section 10.02(d6.1(c)(v) were not in the this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Taxable Year that which is in excess of the sum of (i) the amount such Member is obligated to restore, restore pursuant to any provision of this Agreement and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-1.704- 2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided, provided however, that an allocation pursuant to this Section 10.02(d5.3(d) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 Section 5 have been tentatively made as if other than those allocations pursuant to Section 10.02(c5.3(c) hereof and this Section 10.02(d) were not in the Agreement5.3(d).

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Allocation Year that is in excess of the sum of (i) the amount such Member is obligated to restore, restore pursuant to any provision of this Agreement and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(11.7042(g)(1) and 1.704-2(i)(51.7042(1)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 Agreement have been tentatively made as if Section 10.02(c4.11(c) hereof and this Section 10.02(d4.11(d) were not in the this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that which is in excess of the sum of (i) the i)the amount such Member is obligated to restore, restore pursuant to any provision of this Agreement and (ii) the ii)the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d7.3(d) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 7 have been tentatively made as if Section 10.02(c) hereof and this Section 10.02(d7.3(d) and Section 7.3(c) were not in the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that which is in excess of the sum of (i) the amount such Member is obligated to restorerestore pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d9.4(d) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 IX have been tentatively made as if Section 10.02(c9.4(c) hereof and this Section 10.02(d9.4(d) were not in the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that which is in excess of the sum of (i) the amount such Member is obligated to restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d) 3.9 shall be made if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 III have been tentatively made as if Section 10.02(c) hereof and this Section 10.02(d) 3.9 and Section 3.8 hereof were not in the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that which is in excess of the sum of (i) the amount such Member is obligated to restore, restore and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704l.704-2(g)(12(g)(l) and 1.704l.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d) A.10 shall be made if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in Article VI and this Article 10 Appendix A have been tentatively made as if Section 10.02(c) hereof and this Section 10.02(d) A.10 and Section A.9 hereof were not in the this Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account balance in such Member's capital account at the end of any Company Fiscal Year that fiscal year which is in excess of the sum of (i1) the amount such the Member is obligated to restorerestore to the Company under this Agreement, and (ii2) the amount such the Member is deemed to be obligated to restore pursuant to under the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall will be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d13(b)(iv) shall will be made only and if and only to the extent that such Member would have has a deficit Capital Account in excess of such sum capital account balance after all other allocations provided for in this Article 10 Section 13 have been tentatively made as if Section 10.02(c) hereof and this Section 10.02(d13(b)(iv) and Section 13(b)(iii) were not in the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year fiscal year that is in excess of the sum of (i) the amount such Member is obligated to restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate next to last sentences of Regulations Sections 1.704-1.704- 2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d) 7.2.2 shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 VII have been tentatively made as if Section 10.02(c) hereof 7.2.1 and this Section 10.02(d) 7.2.2 were not in the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that fiscal year which is in excess of the sum of (i) the amount such Member is obligated to restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections Section 1.704-2(g)(1) and Section 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an any allocation pursuant to this Section 10.02(dSubparagraph 5.1.B(IV) shall be made if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 Subparagraph 5.1.B have been tentatively made as if Section 10.02(cthis Subparagraph 5.1.B(IV) hereof and this Section 10.02(dSubparagraph 5.1.B(III) were not in the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that which is in excess of the sum of (i) the amount such Member is obligated to restore, restore and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as us quickly as possible; provided, provided that however, an allocation pursuant to this Section 10.02(d12.03(d) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 XII have been tentatively made as if Section 10.02(c12.03(c) hereof and this Section 10.02(d12.0(d) were not in the this Agreement.

Gross Income Allocation. In the event that any Member has a deficit Capital Account at the end of any Company Fiscal Year that is in excess of the sum of (i) the amount that such Member is obligated to restore, restore and (ii) the amount such that the Member is deemed to be obligated to restore pursuant to the penultimate sentences sentence of Regulations Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5(i)(5), each such that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d3.4(d) shall be made only if and only to the extent that -------------- such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 III have been tentatively made as if Section 10.02(c------- 3.4(c) hereof and this Section 10.02(d3.4(d) were not in the Agreement.. -----------------

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that which is in excess of the sum of (i) the amount (if any) such Member is obligated to restorerestore under any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to under the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to under this Section 10.02(d7.2(d) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 Section 7.2 have been tentatively made as if Section 10.02(c7.2(c) hereof and this Section 10.02(d7.2(d) were not in the Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Company Fiscal Year Accounting Period that is in excess of the sum of (i) the amount such Member is obligated to restore, and (ii) or the amount such Member is deemed to be obligated to restore pursuant to the penultimate next to last sentences of Regulations Sections Section 1.704-2(g)(1) and Section 1.704-2(i)(5)) of the Regulations, each such the Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; PROVIDED, provided HOWEVER, that an allocation alloca-tion pursuant to this Section 10.02(d) subsection shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 have been tentatively made as if Section 10.02(c) hereof this subsection and this Section 10.02(d) the qualified income offset provision set forth in the preceding subsection were not in the a part of this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that fiscal year which is in excess of the sum of (ia) the amount such Member is obligated to restore, restore pursuant to any provision of this Agreement and (iib) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d) 2.4 shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 5 and this Exhibit "B" have been tentatively made as if Section 10.02(c) 2.3 hereof and this Section 10.02(d) 2.4 were not in the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that which is in excess of the sum of (i) the amount such Member is obligated to restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d) 8.11 shall be made if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 VIII have been tentatively made as if Section 10.02(c) hereof and this Section 10.02(d) 8.11 and Section 8.10 hereof were not in the this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year Fund fiscal year that is in excess of the sum of (i) the amount such Member is obligated to restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company Fund income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d6.4(d) shall be made if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 6 have been tentatively made as if Section 10.02(c6.4(c) hereof and this Section 10.02(d6.4(d) were not in the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year fiscal year that is in excess of the sum of (i) the amount such Member is obligated to restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(12(g)(l) and 1.704-2(i)(5)) of the Treasury Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d4.3(d) shall be made if and only to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article 10 4 have been tentatively made as if Section 10.02(c) hereof and this Section 10.02(d4.3(d) were not in the this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that which is in excess of the sum of (i) the amount such Member is obligated to restore, restore and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(12(g)(l) and 1.704-2(i)(5)) of the Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided, provided that however, an allocation pursuant to this Section 10.02(d10.2(d) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 X have been tentatively made as if Section 10.02(c10.2(c) hereof and this Section 10.02(d10.2(d) were not in the this Agreement.

Gross Income Allocation. In the event any Member has a deficit balance in its Capital Account at the end of any Company Fiscal Year that is taxable period in excess of the sum of (iA) the amount such Member is obligated required to restore, restore pursuant to the provisions of this Agreement and (iiB) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Treasury Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, provided that an allocation pursuant to this Section 10.02(d6.1(c)(v) shall be made only if and only to the extent that such Member would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article 10 Section 6.1 have been tentatively made as if Section 10.02(c6.1(c)(iv) hereof and this Section 10.02(d6.1(c)(v) were not in the this Agreement.. 50

Gross Income Allocation. In the event If any Member has a deficit Capital Account balance at the end of any Company Fiscal Year that is in excess of the sum of (ix) the amount that such Member is obligated to restore, restore and (iiy) the amount such that the Member is deemed to be obligated to restore pursuant to the penultimate sentences sentence of Regulations Treasury Regulation Sections 1.704-2(g)(12(g)(l) and 1.704-2(i)(5(i)(5), each such that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d9(c)(iv) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 Section 9 have been tentatively made as if Section 10.02(cSections 9(c)(iii) hereof and this Section 10.02(d9(c)(iv) were not in the this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that is in excess of the sum of (i) the amount such Member is obligated to restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704l.704-2(g)(12(g)(l) and 1.704-l.704- 2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d) shall be made if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 have been tentatively made as if Section 10.02(c) hereof and this Section 10.02(d) were not in the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that which is in excess of the sum of (i) the amount such Member is obligated to restorerestore pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d8.05(d) shall be made only if and only any to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 VIII have been tentatively made as if this Section 10.02(c8.05(d) and Section 8.05(c) hereof and this Section 10.02(d) were not in the Agreement.

Gross Income Allocation. In the event any that a Member has a deficit Capital Account at the end of any Company Fiscal Year that fiscal year which is in excess of the sum of (i) the amount such the Member is obligated to restorerestore pursuant to any provision of this Operating Agreement, and (ii) the amount such the Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1Treas. Reg. Sec. 1.704‑2(g) and 1.704-2(i)(5(i)(5), each such the Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d) paragraph shall be made if and only to the extent that such the Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 4 have been tentatively made as if Section 10.02(c) hereof and this Section 10.02(d4.03(d) were not in the this Operating Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year fiscal year that is in excess of the sum of (i) the amount such Member is obligated to restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5)) of the Treasury Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d5.03(d) shall be made if and only to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article 10 V have been tentatively made as if Section 10.02(c5.03(c) hereof and this Section 10.02(d5.03(d) were not in the Agreement.

Gross Income Allocation. In the event that any Member has a deficit Capital Account at the end of any Company Fiscal Year that is in excess of the sum of (i1) the amount that such Member is obligated to restore, restore and (ii) the amount such that the Member is deemed to be obligated to restore pursuant to the penultimate sentences sentence of Regulations Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5(1)(5), each such that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d2(f) of Appendix A shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 Appendix A have been tentatively made as if Section 10.02(cSections 2(e) hereof and this Section 10.02(d2(f) of Appendix A were not in the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account balance at the end of any Company Fiscal Year fiscal year that is in excess of the sum of (i) the amount such Member is obligated to restore, restore and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate .penultimate sentences of Regulations Sections 1.704-2(g)(12(g)(1)(ii) and 1.704-2(i)(5)) of the Regulations, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d) 9.4 shall be made if and only to the extent that such Member would have a deficit Capital Account balance in excess of such sum after all other allocations provided for in this Article 10 IX have been tentatively made as if Section 10.02(c) hereof 9.3 and this Section 10.02(d) 9.4 were not in the this Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account balance at the end of any Company Fiscal Year that is in excess of the sum of (i) the amount that such Member is obligated to restore, restore and (ii) the amount such that the Member is deemed to be obligated to restore pursuant to the penultimate sentences sentence of Regulations Treasury Regulation Sections 1.704-2(g)(11.7042(g)(1) and 1.704-2(i)(5(i)(5), each such that Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d4.3(d) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 IV have been tentatively made as if Section 10.02(cSections 4.3(c) hereof and this Section 10.02(d4.3(d) were not in the this Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Company Fiscal Taxable Year that which is in excess of the sum of (i) the amount (if any) such Member is obligated to restorerestore pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d) 9.2.6 shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 9 have been tentatively made as if Section 10.02(c) hereof and this Section 10.02(d) 9.2.6 and Section 9.2.5 were not in the this Agreement.

Gross Income Allocation. In the event any that a Member has a deficit Capital Account at the end of any Company Fiscal Year that fiscal year which is in excess of the sum of (i) the amount such the Member is obligated to restorerestore pursuant to any provision of this Agreement, and (ii) the amount such the Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections Reg. Secs. 1.704-2(g)(12(g) and 1.704-2(i)(5(i)(5), each such the Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d4.3(d) shall be made if and only to the extent that such the Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 4 have been tentatively made as if Section 10.02(c) hereof and this Section 10.02(d4.3(d) were not in the this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that which is in excess of the sum of (i) the amount such Member is obligated to restore, restore and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d) A.10 shall be made if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in Article IX and this Article 10 Appendix A have been tentatively made as if Section 10.02(c) hereof and this Section 10.02(d) A.10 and Section A.9 hereof were not in the this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that which is in excess ofthe sum of the sum of (i) the amount such Member is obligated to restore, and (ii) the amount amounts such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704ofSections l .704-2(g)(12(g)(l) and 1.704-2(i)(5)) ofthe Tax Regulations, each such Member shall be specially allocated items of Company ofCompany income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d9.4(d) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such ofsuch sum after all other allocations provided for in this Article 10 IX have been tentatively made as if Section 10.02(c9.4(c) hereof and this Section 10.02(d9.4(d) were not in the this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that which is in excess of the sum of (i) the amount such Member is obligated to restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d) 7.11 shall be made if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 VII have been tentatively made as if Section 10.02(c) hereof and this Section 10.02(d) 7.11 and Section 7.10 hereof were not in the this Agreement.

Gross Income Allocation. In the event If any Member has a deficit Capital Account at the end of any Company Fiscal Year that fiscal year which is in excess of the sum of (i) the amount such Member is obligated to restorerestore pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d7.2(d) shall be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 VII have been tentatively made as if Section 10.02(c7.2(c) hereof and this Section 10.02(d7.2(d) were not in the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year fiscal year that is in excess of the sum of (i) the amount such Member is obligated to restore, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(12(g)(l) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d5.2(d) shall be made if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 V have been tentatively made as if Section 10.02(c5.2(c) hereof and this Section 10.02(d5.2(d) were not in the Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that is in excess of the sum of (i) the amount such Member is obligated to restorerestore pursuant to the terms of this Agreement or otherwise, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences sentence of Regulations Sections each of Treasury Regulation (S)(S) 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d7.3(d) shall be made if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 have been tentatively made as if Section 10.02(c) hereof and this Section 10.02(d) were not in the Agreement.11

Gross Income Allocation. In the event any Member has a deficit balance in its Capital Account at the end of any Company Fiscal Year that is taxable period in excess of the sum of (iA) the amount such Member is obligated required to restore, restore pursuant to the provisions of this Agreement and (iiB) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Treasury Regulation Sections 1.704-2(g)(12(g) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided, provided that an allocation pursuant to this Section 10.02(d‎Section 6.1(c)(v) shall be made only if and only to the extent that such Member would have a deficit balance in its Capital Account in excess of such sum as adjusted after all other allocations provided for in this Article 10 ‎Section 6.1 have been tentatively made as if Section 10.02(c‎Section 6.1(c)(iv) hereof and this Section 10.02(d‎Section 6.1(c)(v) were not in the this Agreement.

Gross Income Allocation. In the event any Member has a deficit Capital Account at the end of any Company Fiscal Year that which is in excess of the sum of (i) the amount such Member is obligated to restore, restore pursuant to any provision of this Agreement and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall will be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 10.02(d7.3(d) shall will be made only if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 10 VII have been tentatively made as if Section 10.02(c) hereof and this Section 10.02(d7.3(d) and Section 7.3(c) were not in the Agreement.