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 Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit as soon as practicable, provided that an allocation pursuant to this Section 3.3(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 III have been tentatively made as if this Section 3.3(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit as soon as practicable, provided that an allocation pursuant to this Section 3.3(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 III Section 3 have been tentatively made as if this Section 3.3(c) were not in the Agreement.

Qualified Income Offset. In the event any Member Owner unexpectedly receives any adjustments, allocations, or distributions described in Sections section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), ) or 1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Company Trust income and gain shall be specially allocated to such Member the Owner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of the Owner as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c7.03(c) shall be made only if and to the extent that the Member Owner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article III VII have been tentatively made as if this Section 3.3(c7.03(c) were not in the this Agreement.

Qualified Income Offset. In the event that any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Regulations Sections 1.704-1.704- 1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), ) or 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicable, possible; provided that an allocation pursuant to this Section 3.3(c5.3(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 III V have been tentatively made as if this Section 3.3(c5.3(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member Unitholder unexpectedly receives any adjustments, allocations, or distributions Distributions described in Regulations, Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) of the Regulations), items of Company income and gain shall be specially allocated to such Member the Unitholder in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of the Unitholder as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c) shall be made only if and to the extent that the Member Unitholder would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article III have been tentatively made as if this Section 3.3(c) were not in the Agreement.this Appendix E.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit as soon as practicable, provided that an allocation pursuant to this Section 3.3(c5.6(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 III Section 5 have been tentatively made as if this Section 3.3(c5.6(c) were not in the Agreement.

Qualified Income Offset. In the event any Member Unit Holder unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Company income and gain shall be specially allocated to such Member Unit Holder in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of the Unit Holder as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c) shall be made only if and to the extent that the Member Unit Holder would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article III Section 3 have been tentatively made as if this Section 3.3(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 Sections sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit as soon as practicable, provided that an allocation pursuant to this Section 3.3(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 III Section 3 have been tentatively made as if this Section 3.3(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), ) or 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided provided, that an allocation pursuant to this Section 3.3(c5.3(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 III 5 have been tentatively made as if this Section 3.3(c) were not in the Agreementmade.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Sections Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), ) or 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible; provided, provided that an allocation pursuant to this Section 3.3(c4.3(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 III 4 have been tentatively made as if this Section 3.3(c4.3(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 Sections Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), ) or 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c4.3(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 III 4 have been tentatively made as if this Section 3.3(c4.3(c) were not in the this Amended Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(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 III Section 3 have been tentatively made as if this Section 3.3(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5(5) or (6), or 1.704-1(b)(2)(ii)(d)(6) of the Regulations, 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c4.3(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 III IV have been tentatively made as if this Section 3.3(c4.3(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), ) or 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c6.2(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 III VI have been tentatively made as if this Section 3.3(c6.2(c) were not in the Agreementapplicable.

Qualified Income Offset. In the event any Member shall unexpectedly receives receive any adjustments, allocations, allocations or distributions described in Sections Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) of the Regulations), items of Company income and gain there shall subsequently be specially allocated to such Member in an amount items of income and manner sufficient gain so as to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible; provided, provided however, that an allocation pursuant to this Section 3.3(c1(c) shall be made only if if, and to the extent that the extent, such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article III Exhibit C, other than those required by this Section 1(c), have been tentatively made as if this Section 3.3(c) were not in the Agreementmade.

Qualified Income Offset. In the event that any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Regulations 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 such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicable, possible; provided that an allocation pursuant to this Section 3.3(c3.3(a) 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 III have been tentatively made as if this Section 3.3(c3.3(a) were not in the this Operating Agreement.

Qualified Income Offset. In the event any Member Unit Holder unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Company income and gain shall be specially allocated to such Member Unit Holder in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit as soon as practicable, provided that an allocation pursuant to this Section 3.3(c) shall be made only if and to the extent that the Member Unit Holder would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article III have been tentatively made as if this Section 3.3(c) were not in the Agreement.

Qualified Income Offset. In the event any If a Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Sections Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible; provided, provided however, that an allocation pursuant to this Section 3.3(c4.5(b) 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 III IV have been tentatively made as if this Section 3.3(c4.5(b) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c6.3(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 III 6 have been tentatively made as if this Section 3.3(c6.3(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c) Subsection 3.3.3 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 III 3 have been tentatively made as if this Section 3.3(c) Subsection 3.3.3 were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1.704- 1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit as soon as practicable, provided that an allocation pursuant to this Section 3.3(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 III have been tentatively made as if this Section 3.3(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1.704- 1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit as soon as practicable, provided that an allocation pursuant to this Section 3.3(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 III Section 3 have been tentatively made as if this Section 3.3(c) were not in the Agreement.

Qualified Income Offset. In the event that any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicable, possible; provided that an allocation pursuant to this Section 3.3(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 III Section 3 have been tentatively made as if this Section 3.3(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 Sections sections 1.704-1(b)(2)(ii)(d)(41(b)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), ) or 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c4.2(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 III IV have been tentatively made as if this Section 3.3(c4.2(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in 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 1.704-1(b)(2)(ii)(d)(6l(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 Regulations, the Adjusted Capital Account Deficit as soon as practicable, provided that an allocation pursuant to this Section 3.3(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 III have been tentatively made as if this Section 3.3(c) were not in the Agreement.

Qualified Income Offset. In the event that any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible; provided, provided however, that an allocation pursuant to this Section 3.3(c3.2(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 III Section 3 have been tentatively made as if this Section 3.3(c3.2(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Regulations 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 such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c5.2(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 III 5 have been tentatively made as if this Section 3.3(c5.2(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), ) or 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c3.04(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 III have been tentatively made as if this Section 3.3(c3.04(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c3.7(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 III have been tentatively made as if this Section 3.3(c3.7(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Joint Sales 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(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 III Section 3 have been tentatively made as if this Section 3.3(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704l.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5l(b)(2)(ii)(d)(5), or 1.704l.704-1(b)(2)(ii)(d)(6l(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 Regulations, the Adjusted Capital Account Deficit as soon as practicable, provided that an allocation pursuant to this Section 3.3(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 III Section 3 have been tentatively made as if this Section 3.3(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Regulations 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 such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(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 III have been tentatively made as if this Section 3.3(c) were not in the this Agreement.

Qualified Income Offset. In the event that any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), ) or 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicable, possible; provided that an allocation pursuant to this Section 3.3(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 III have been tentatively made as if this Section 3.3(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in 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 will be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c) shall 3.3.4 will 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 III Section 3 have been tentatively made as if this Section 3.3(c) 3.3.4 were not in the Agreement. This provision is intended to comply with the qualified income offset requirement contained in Section 1.704-1(b)(2)(ii)(d)(3) of the Regulations and will be construed in accordance with the provisions thereof.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1.704- 1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit as soon as practicable, provided that an allocation pursuant to this Section 3.3(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 III Section 3 have been tentatively made as if this Section 3.3(c) were not in the Agreement.. (d)

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Sections Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), ) or 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible; provided, provided that an allocation pursuant to this Section 3.3(c4.2(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 III IV have been tentatively made as if this Section 3.3(c4.2(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 Sections Regulations 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c6.3(e) 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 III Section 6.3 have been tentatively made as if this Section 3.3(c6.3(e) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c4.5(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 III IV have been tentatively made as if this Section 3.3(c4.5(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 Sections Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), ) or 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible; provided, provided that an allocation pursuant to this Section 3.3(c4.3(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 III 4 have been tentatively made as if this Section 3.3(c4.3(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-Regulations 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 such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c) 3.9.3 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 III Section 3 have been tentatively made as if this Section 3.3(c) 3.9.3 were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the any Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible; provided, provided however, that an allocation pursuant to this Section 3.3(c) 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 III Section 4.6 have been tentatively made as if this Section 3.3(c) 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 Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1.704- 1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon as practicable, provided that an allocation pursuant to this Section 3.3(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 III Section 3 have been tentatively made as if this Section 3.3(c) were not in the Agreement.Agreement.‌

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Regulations 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 such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided provided, that an allocation pursuant to this Section 3.3(c3.2(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 III have been tentatively made as if this Section 3.3(c3.2(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) of the Regulations), 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 Regulations, the Adjusted Capital Account Deficit of that Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c3.2(c) 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 III have been tentatively made as if this Section 3.3(c3.2(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5(5) or (6), or 1.704-1(b)(2)(ii)(d)(6) of the Regulations, 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c2(C)(3) shall be made only if and only to the extent that the such Member would have an a Adjusted Capital Account Deficit after all other allocations provided for in Section 2 of this Article III Exhibit 1 have been tentatively made as if this Section 3.3(c2(C)(3) were not in the Agreementthis Exhibit.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1.704 1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c‎Section 4.3(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 III ‎ARTICLE 4 have been tentatively made as if this Section 3.3(c‎Section 4.3(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5l(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicable, possible; provided that an allocation pursuant to this Section 3.3(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 III have been tentatively made as if this Section 3.3(c3.3 (c) were not in the Agreement.

Qualified Income Offset. In the event that any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(41.704- l(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(51 (b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) of the Regulations1 (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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicable, possible; provided that an allocation pursuant to this Section 3.3(c4.2(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 III Section 4 have been tentatively made as if this Section 3.3(c4.2(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), ) or 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(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 III Section 3 have been tentatively made as if this Section 3.3(c) were not in the Agreement.;

Qualified Income Offset. In the event any Member unexpectedly ----------------------- receives any adjustments, allocations, or distributions described in Sections Section 1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5), ) or 1.704-Section 1.704- 1(b)(2)(ii)(d)(6) of the Regulations, items of Company LLC 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(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 III have been tentatively made as ----------- if this Section 3.3(c) were not in the Agreement.. --------------

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), Sections 1.704-1(b)(2)(ii)(d)(5), ) or Sections 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c) 4.4.3 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 III have been tentatively made as if this Section 3.3(c) 4.4.3 were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit as soon as practicable, provided that an allocation pursuant to this Section 3.3(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 III Section 3 have been tentatively made as if this Section 3.3(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(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 III Section 3 have been tentatively made as if this Section 3.3(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Regulations Section 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 1.704-1(b)(2)(ii)(d)(6) of the Regulationsl(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 Regulations, the Adjusted adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c7.3(c) shall only be made if, and only if and to the extent that the that, such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article III Section 7 have been tentatively made as if this Section 3.3(c7.3(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(41.704 -l(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c3.03(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 III 3 have been tentatively made as if this Section 3.3(c3.03(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, allocations or distributions described in Sections Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), ) or 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c4.3(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 III 4 have been tentatively made as if this Section 3.3(c4.3(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 Sections Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), ) or 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible; provided, provided that that, an allocation pursuant to this Section 3.3(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 ARTICLE III have been tentatively made as if this Section 3.3(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 Sections Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), ) or 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible; provided, provided that that, an allocation pursuant to this Section 3.3(c3.2(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 ARTICLE III have been tentatively made as if this Section 3.3(c3.2(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustmentsadjustment, allocationsallocation, or distributions distribution described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) of the Regulations), items of Company the Company’s income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible; provided, provided however, that an allocation pursuant to this Section 3.3(c) 3.4.3 shall be made only if if, and to the extent that that, the Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article III Section 3 have been tentatively made as if this Section 3.3(c) 3.4.3 were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(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 III Section 3 have been tentatively made as if this Section 3.3(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Regulations Section 1.704-1(b)(2)(ii)(d)(4), . 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c7.3(c) shall only be made if, and only if and to the extent that the that, such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article III Section 7 have been tentatively made as if this Section 3.3(c7.3(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(41.704 -l(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c3.2(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 III Section 3 have been tentatively made as if this Section 3.3(c3.2(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the negative Adjusted Capital Account Deficit Balance of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c4.5(c) shall be made only if and only to the extent that the such Member would have an a negative Adjusted Capital Account Deficit Balance after all other allocations provided for in this Article III have been tentatively made as if this Section 3.3(c4.5(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit as soon as practicable, provided that an allocation pursuant to this Section 3.3(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 III Section 3 have been tentatively made as if this Section 3.3(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Regulations 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 such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit adjusted capital account deficit of the Member as soon quickly as practicable, possible; provided that an allocation pursuant to this Section 3.3(c5.1(b)(iii) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit adjusted capital account deficit after all other allocations provided for in this Article III V have been tentatively made as if this Section 3.3(c5.1(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 Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit as soon as practicable, provided that an allocation pursuant to this Section 3.3(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 III Section 3 have been tentatively made as if this Section 3.3(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1.704 1(b)(2)(ii)(d)(4), 1.704-1.704 1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit as soon as practicable, provided that an allocation pursuant to this Section 3.3(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 III Section 3 have been tentatively made as if this Section 3.3(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(51.704- l(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6l(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 Regulations, the Adjusted Capital Account Deficit as soon as practicable, provided that an allocation pursuant to this Section 3.3(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 III have been tentatively made as if this Section 3.3(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 Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), ) or 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c6.3(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 III 6 have been tentatively made as if this Section 3.3(c6.3(c) were not in the Agreement.

Qualified Income Offset. In the event If any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Section 1.704-1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5), 1 (b)(2)(ii)(d)(5) or Section 1.704-1(b)(2)(ii)(d)(61 (b)(2)(ii)(d)(6) of the Regulations, items of Company income and gain shall be specially allocated to such each Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c7.4(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 III Section 7.4(c) have been tentatively made as if this Section 3.3(c7.4(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, adjustments allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704l.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicable, possible; provided that an allocation pursuant to this Section 3.3(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 III have been tentatively made as if this Section 3.3(c3.3 (c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives ----------------------- any adjustments, allocations, or distributions described in 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 LLC 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(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 III have been tentatively made as ----------- if this Section 3.3(c) were not in the Agreement.. -------------

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Regulations 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 LLC income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c5.2(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 III 5 have been tentatively made as if this Section 3.3(c5.2(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(41 (b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(51 (b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(61 (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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(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 III Section 3 have been tentatively made as if this Section 3.3(c) were not in the Agreement.. (d)

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit as soon as practicable, provided that an allocation pursuant to this Section 3.3(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 III have been tentatively made as if this Section 3.3(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Regulations 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 such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c4.1.2(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 III 4 have been tentatively made as if this Section 3.3(c4.1.2(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(41.7041(b)(2)(ii)(d) (4), 1.704-1(b)(2)(ii)(d)(51.704(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) of the Regulations1.7041(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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c4.8(g) 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 III Section 4.8 have been tentatively made as if this Section 3.3(c4.8(g) were not included in the this Operating Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicable, possible; provided that an allocation pursuant to this Section 3.3(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 III have been tentatively made as if this Section 3.3(c3.3 (c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicable, possible; provided that an allocation pursuant to this Section 3.3(cB.2(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 III Exhibit B have been tentatively made as if this Section 3.3(cB.2(c) were not in the Agreement.

Qualified Income Offset. In the event any If a Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) of the Regulations), then 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 Regulations, the any Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c9.2(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 III ARTICLE 9 have been tentatively made as if this Section 3.3(c9.2(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in 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 1.704-1(b)(2)(ii)(d)(61.704‑1(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 Regulations, the Adjusted Capital Account Deficit as soon as practicable, provided that an allocation pursuant to this Section 3.3(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 III have been tentatively made as if this Section 3.3(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1.704 1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c4.3(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 III ARTICLE 4 have been tentatively made as if this Section 3.3(c4.3(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit of the Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c4.3(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 III IV have been tentatively made as if this Section 3.3(c4.3(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1.704- 1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit as soon as practicable, provided that an allocation pursuant to this Section 3.3(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 III Section 3 have been tentatively made as if this Section 3.3(c) were not in the this Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c1.4(c) shall only be made if, and only if and to the extent that the that, such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article III Section 1.4 have been tentatively made as if this Section 3.3(c1.4(c) were not in the Agreement.

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4Regulation Section 1.704 -1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5Section 1.704 -1(b)(2)(ii)(d)(5) or Section 1.704 -1(b)(2)(ii)(d)(6), or 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 Regulations, the Adjusted Capital Account Deficit of such Member as soon quickly as practicablepossible, provided that an allocation pursuant to this Section 3.3(c3.6(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 III 3 have been tentatively made as if this Section 3.3(c3.5(c) were not in the Agreement.