Common use of Qualified Income Offset Clause in Contracts

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in U.S. Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b5.1(c)(ii) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance balance in excess of such sum after all other allocations provided for in this Article V 5 have been tentatively made as if this Section 5.05(b5.1(c)(ii) were not in this Agreement. This Section 5.05(b5.1(c)(ii) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b5.5(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b5.5(b) were not in this Agreement. This Section 5.05(b5.5(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership Company income and gain shall be specially allocated to such Partner Member in an amount and manner sufficient to eliminate the deficit balance in such PartnerMember’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner Member would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in U.S. Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b5.1(c)(ii) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance balance in excess of such sum after all other allocations provided for in this Article V IV have been tentatively made as if this Section 5.05(b5.1(c)(ii) were not in this Agreement. This Section 5.05(b5.1(c)(ii) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event any Limited Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Limited Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted its Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided provided, that an allocation pursuant to this Section 5.05(b10.3(b) shall be made only to the extent that a Partner would have a deficit balance in its Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V X have been tentatively made as if this Section 5.05(b10.3(b) were not in this Agreement. This Section 5.05(b10.3(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership Company income and gain shall be specially allocated to such Partner Member in an amount and manner sufficient to eliminate the deficit balance in such PartnerMember’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b4.3(b) shall be made only to the extent that a Partner Member would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V IV have been tentatively made as if this Section 5.05(b4.3(b) were not in this Agreement. This Section 5.05(b4.3(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner holding Common Units unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided provided, that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner holding Common Units unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided provided, that an allocation pursuant to this Section 5.05(b8.2(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V VIII have been tentatively made as if this Section 5.05(b8.2(b) were not in this Agreement. This Section 5.05(b8.2(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b5.4(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b5.4(b) were not in this Agreement. This Section 5.05(b5.4(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in U.S. Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b5.1(c)(ii) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b5.1(c)(ii) were not in this Agreement. This Section 5.05(b5.1(c)(ii) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event any Partner Unitholder unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner Unitholder in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted its Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided provided, that an allocation pursuant to this Section 5.05(b10.3(b) shall be made only to the extent that a Partner would have a deficit balance in its Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V X have been tentatively made as if this Section 5.05(b10.3(b) were not in this Agreement. This Section 5.05(b10.3(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner Member unexpectedly receives any adjustments, allocations, or distributions Distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership Company income and gain shall be specially allocated to such Partner Member in an amount and manner sufficient to eliminate the deficit balance in such PartnerMember’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions Distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b4.3(b) shall be made only to the extent that a Partner Member would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V IV have been tentatively made as if this Section 5.05(b4.3(b) were not in this Agreement. This Section 5.05(b4.3(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event any Limited Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Limited Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted its Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided provided, that an allocation pursuant to this Section 5.05(b10.3(b) shall be made only to the extent that a Partner would have a deficit balance in its Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V X have been tentatively made as if this Section 5.05(b10.3(b) were not in this Agreement. This Section 5.05(b10.3(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership Company income and gain shall be specially allocated to such Partner Member in an amount and manner sufficient to eliminate the deficit balance in such PartnerMember’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that that, an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner Member would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1.704- 1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1.704- 1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b5.5(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b5.5(b) were not in this Agreement. This Section 5.05(b5.5(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1.704- 1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership Company income and gain shall be specially allocated to such Partner Member in an amount and manner sufficient to eliminate the deficit balance in such PartnerMember’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner Member would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner Member holding Common Units unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership Company income and gain shall be specially allocated to such Partner Member in an amount and manner sufficient to eliminate the deficit balance in such PartnerMember’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner Member would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-Sections 1.704- 1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Limited Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted his Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided provided, that an allocation pursuant to this Section 5.05(b3(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V Appendix A have been tentatively made as if this Section 5.05(b3(b) were not in this Agreement. This Section 5.05(b3(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b5.05(e) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b5.05(e) were not in this Agreement. This Section 5.05(b5.05(e) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in U.S. Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(41.704‑1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b5.1(c)(ii) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b5.1(c)(ii) were not in this Agreement. This Section 5.05(b5.1(c)(ii) is intended to comply with the “"qualified income offset” " requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s 's Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “"qualified income offset” " requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b5.04(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b5.04(b) were not in this Agreement. This Section 5.05(b5.04(b) is intended to comply with the “qualified income offset” requirement of the Code Treasury Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1.704- 1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b5.04(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b5.04(b) were not in this Agreement. This Section 5.05(b5.04(b) is intended to comply with the “qualified income offset” requirement of the Code Treasury Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that that, an allocation pursuant to this Section 5.05(b) 7.4.3 shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V Section 7 have been tentatively made as if this Section 5.05(b) 7.4.3 were not in this Agreement. This Section 5.05(b) 7.4.3 is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in U.S. Treasury Regulations Regulation Section 1.704-1.704- 1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b5.1(c)(ii) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance balance in excess of such sum after all other allocations provided for in this Article V IV have been tentatively made as if this Section 5.05(b5.1(c)(ii) were not in this Agreement. This Section 5.05(b5.1(c)(ii) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided provided, that an allocation pursuant to this Section 5.05(b4.04(b)(ii) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V IV have been tentatively made as if this Section 5.05(b4.04(b)(ii) were not in this Partnership Agreement. This Section 5.05(b4.04(b)(ii) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in U.S. Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance in his Capital Account created by such adjustments, allocations or distributions as promptly as possible; provided provided, that an allocation pursuant to this Section 5.05(b10.3(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V X have been tentatively made as if this Section 5.05(b10.3(b) were not in this Agreement. This Section 5.05(b10.3(b) is intended to comply qualify with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewithCode.

Qualified Income Offset. If any Partner Member holding Common Units unexpectedly receives any adjustments, allocations, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership Company income and gain shall be specially allocated to such Partner Member in an amount and manner sufficient to eliminate the deficit balance in such PartnerMember’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner Member would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b4.3(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V IV have been tentatively made as if this Section 5.05(b4.3(b) were not in this Agreement. This Section 5.05(b4.3(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in U.S. Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b4.04(b)(ii) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V IV have been tentatively made as if this Section 5.05(b4.04(b)(ii) were not in this Partnership Agreement. This Section 5.05(b4.04(b)(ii) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event any Limited Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership Fund income and gain shall be specially allocated to such Limited Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted its Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided provided, that an allocation pursuant to this Section 5.05(b10.3(b) shall be made only to the extent that a Partner would have a deficit balance in its Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V ARTICLE X have been tentatively made as if this Section 5.05(b10.3(b) were not in this Agreement. This Section 5.05(b10.3(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in U.S. Treasury Regulations Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b5.1(c)(ii) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance balance in excess of such sum after all other allocations provided for in this Article V 5 have been tentatively made as if this Section 5.05(b5.1(c)(ii) were not in this Agreement. This Section 5.05(b5.1(c)(ii) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.. LEGAL02/41777927v7

Qualified Income Offset. If any Partner Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1.704- 1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership Company income and gain shall be specially allocated to such Partner Member in an amount and manner sufficient to eliminate the deficit balance in such PartnerMember’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner Member would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article ARTICLE V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership Company income and gain shall be specially allocated to such Partner Member in an amount and manner sufficient to eliminate the deficit balance in such PartnerMember’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner Member would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article ARTICLE V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.

Qualified Income Offset. If any Partner Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership Company income and gain shall be specially allocated to such Partner Member in an amount and manner sufficient to eliminate the deficit balance in such PartnerMember’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b5.4(b) shall be made only to the extent that a Partner Member would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b5.4(b) were not in this Agreement. This Section 5.05(b5.4(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith.