In the event any Member has an Adjusted Capital Account Deficit at the end of any Allocation Year, such Member shall be specially allocated items of Company gross income and gain in the amount of its Adjusted Capital Account Deficit as quickly as possible; provided, that an allocation pursuant to this [Section 7.03(d)] shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this [Article VII] have been tentatively made as if [Section 7.03(c)] and this [Section 7.03(d)] were not in this Agreement.

In the event that any Member hasunexpectedly receives any adjustments, allocations, or distributions described in Treasury 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), items of Company income and gain will be allocated to the Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit atof the end of any Allocation Year, such Member shall be specially allocated items of Company gross income and gain in the amount of its Adjusted Capital Account Deficit as quickly as possible; provided,provided that an allocation pursuant to this [Section 7.03(d)c)] shallwill be made only if and to the extent that suchthe Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this [Article VII] have been tentatively made as if [Section 7.03(c)] and this [Section 7.03(d)c)] were not in this Agreement. This [Section 7.03(c)] is intended to constitute a qualified income offset described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.