Qualified Income Offset. If any Unitholder that unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), [(5) and (6)])] has an Adjusted Capital Account Deficit as of the end of any Taxable Year, computed after the application of [Section 4.3(a)] and [Section 4.3(b)], but before the application of any other provision of this [Article IV], then Profits for such Taxable Year shall be allocated to such Unitholder in proportion to, and to the extent of, such Adjusted Capital Account Deficit. This [Section 4.3(c)] is intended to be a qualified income offset provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith.
Qualified Income Offset. IfIn the event that any Unitholder thatMember unexpectedly receives an adjustment, allocationany adjustments, allocations, or distributiondistributions described in Treasury Regulation SectionSections 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 (6)])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 of the Member as quickly as possible; provided that an allocation pursuant to this [Section 7.03(c)] haswill be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit as of the end of any Taxable Year, computed after the application of [Section 4.3(a)] and [Section 4.3(b)], but before the application of anyall other provision ofallocations provided for in this [Article IV], then Profits for such Taxable Year shall be allocated to such UnitholderVII] have been tentatively made as if this [Section 7.03(c)] were not in proportion to, and to the extent of, such Adjusted Capital Account Deficit.this Agreement. This [Section 4.3(7.03(c)] is intended to beconstitute a qualified income offset provision as described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistentconsistently therewith.
Qualified Income Offset. IfNotwithstanding any Unitholder thatprovision hereof to the contrary except [Section 5.2(c)] and [Section 5.2(d)], in the event any Member unexpectedly receives anany adjustment, allocation or distribution described in paragraph [(4), (5) or (6)])])] of Treasury RegulationRegulations Section 1.704-1(b)(2)(ii)(d)(4), [(5)items of income and (6)])gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year) shall be specially allocated to such Member in an amount and manner sufficient to eliminate any Adjusted Capital Account Deficit of that Member as quickly as possible; provided that an allocation pursuant to this [Section 5.2(e)] hasshall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit as of the end of any Taxable Year, computed after the application of [Section 4.3(a)] and [Section 4.3(b)], but before the application of anyall other provision ofallocations provided for in this [Article IV], then Profits for such Taxable Year shall be allocated to such UnitholderV] have been tentatively made as if this [Section 5.2(e)] were not in proportion to, and to the extent of, such Adjusted Capital Account Deficit.this Agreement. This [Section 4.3(c)5.2(e)] is intended to beconstitute a qualified income offset provision as described inunder Treasury RegulationRegulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistentconsistently therewith.
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