Common use of Qualified Income Offset Clause in Contracts

Qualified Income Offset. If a Partner unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulations. This subparagraph 2(c) is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event a Partner unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulations. This subparagraph 2(c) is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If a Partner unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulations. This subparagraph 2(cSection 5.01(d)(iii) is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event a Partner unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulations. This subparagraph 2(c) is intended to constitute a “"qualified income offset” " under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event a Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Sections Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6) of the Regulations), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(cparagraph (c) is intended to constitute a “qualified income offset” under Regulation Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event a Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Sections Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6) of the Regulations), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(cparagraph (c) is intended to constitute a “"qualified income offset” " under Regulation Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event a Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Sections Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6) of the Regulations), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph Paragraph 2(c) is intended to constitute a “"qualified income offset” " under Regulation Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event a Partner unexpectedly receives any adjustments, allocations allocations, or distributions described in Sections section 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6) of the Regulations, and such Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulations. This subparagraph 2(c) is intended to constitute a “"qualified income offset” " under Section section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event a Limited Partner ----------------------- unexpectedly receives any adjustments, allocations or distributions described in Sections Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6) of the Regulations), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(cparagraph (c) is intended to constitute a “"qualified income offset” " under Regulation Section 1.704-1(b)(2)(ii)(dl(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If a In the event any Partner unexpectedly ----------------------- receives any adjustments, allocations or distributions described in Sections Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6) of the Regulations), and such Partner has an Adjusted - - - - Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(cparagraph (c) is intended to constitute a “"qualified income offset” " under Regulation Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.. -

Qualified Income Offset. If In the event a Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6) of the Regulations), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(cparagraph (c) is intended to constitute a “"qualified income offset” " under Regulation Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event a Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Sections Regulation Section 1.704-1(b)(2)(ii)(d)(41(b)(2)(ii) (d)(4), (5) ), or (6) of the Regulations), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(cparagraph (c) is intended to constitute a “"qualified income offset” " under Regulation Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If a Partner unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated allocated, in accordance with Section 1.704-1(b)(2)(ii)(d) of the Regulations, to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulations. This subparagraph 2(cSection 5.01(c)(iii) is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If a any Partner that unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Sections Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or and (6) of the Regulations, and such Partner has an Adjusted Capital Account DeficitDeficit as of the end of any taxable year, computed after the application of Section 5.01 but before the application of this Section 5.01(d), then items of Partnership income (including gross income) and gain for such taxable year shall be specially allocated to such Partner in an amount and manner sufficient to eliminate eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of the Partner as quickly soon as possible as required by the Regulations(and, if two or more Partners have such deficits, in proportion to their deficits). This subparagraph 2(cSection 5.01(d) is intended to constitute be a “qualified income offset” under offset provision as described in Regulations Section 1.704-1(b)(2)(ii)(dl(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently in a manner consistent therewith.

Qualified Income Offset. If In the event a Partner unexpectedly receives any adjustments, allocations or distributions described in Sections Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations), and such Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(cparagraph (c) is intended intended, among other things, to constitute meet the requirements for a “"qualified income offset” " under Regulation Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If a any Partner unexpectedly receives any adjustments, allocations or distributions described in Sections Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4l(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such Partner has an Adjusted Capital Account Deficit), items of Partnership income (including gross income) and gain shall be specially allocated allocated, subject to Section 5.1(d), to such Partner in an amount and manner sufficient to eliminate the any Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible as required by the Regulationspossible. This subparagraph 2(cSection 5.1(c) is intended to constitute a “qualified income offset” under within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If a In the event any Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Regulation Sections 1.704-1.704- 1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such Partner has that cause or increase an Adjusted Capital Account DeficitDeficit of such Partner, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible as required by the Regulationspossible. This subparagraph 2(c) Section 4.3.3 is intended to constitute a “qualified income offset” under "Qualified Income Offset" within the meaning of Regulation Section 1.704-1(b)(2)(ii)(d1(b)(2)(ii) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event a Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6) of the Regulations), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(csubsection (c) is intended to constitute a “"qualified income offset” " under Regulation Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event a Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Sections Regulation Section 1.704-1(b)(2)(ii)(d)(41(b)(2)(ii) (d)(4), (5) or (6) of the Regulations), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(cparagraph (c) is intended to constitute a “qualified income offset” under Regulation Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If a Partner unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulations. This subparagraph 2(c) is intended to constitute a “"qualified income offset” " under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event a Limited Partner unexpectedly ----------------------- receives any adjustments, allocations or distributions described in Sections Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or 5),or (6) of the Regulations), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(cparagraph 3(c) is intended to constitute a “"qualified income offset” " under Regulation Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If a Partner unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulations. This subparagraph Paragraph 2(c) is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If a Partner unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulations. This subparagraph 2(cSection 5.01(c)(iii) is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If a any Partner unexpectedly receives any adjustments, allocations or distributions described in Sections Regulations section 1.704-1(b)(2)(ii)(d)(4), (5) or through (6) of the Regulations, and such Partner has an Adjusted Capital Account Deficit(or any successor provisions), items of Partnership income (including gross income) and gain shall be specially specifically allocated to such Partner in an amount and manner sufficient to eliminate eliminate, to the extent required by the Regulations promulgated under section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible as required by the Regulations. This subparagraph 2(cunless such deficit balance is otherwise eliminated pursuant to Section 4.1(d) is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewithor 4.1(e).

Qualified Income Offset. If In the event a Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Regulation 18 Sections 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6) of the Regulations), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(csubsection (c) is intended to constitute a “"qualified income offset” " under Regulation Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event a Partner unexpectedly receives any adjustments, allocations or distributions described in Sections Regulation Section 1.704-1(b)(2)(ii)(d)(4l(b)(2)(ii)(d)(4), (5) ), or (6) of the Regulations), and such Partner Partner, thereafter, has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(cSection 11.2(c) is intended to constitute a “qualified income offset” under Regulation Section 1.704-1(b)(2)(ii)(dl(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event a Partner unexpectedly receives ----------------------- any adjustments, allocations or distributions described in Sections 1.704-1.704- 1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulations. This subparagraph 2(c) is intended to constitute a “"qualified income offset” " under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If a In the event that any Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Sections Regulation Section 1.704-1(b)(2)(ii)(d)(4l(b)(2)(ii)(d)(4), (5) ), or (6) of the Regulations), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(cSection 4.3(c) is intended to constitute a “qualified income offset” under Regulation Section 1.704-1(b)(2)(ii)(dl(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event a Partner unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704Regulation Section l.704-1(b)(2)(ii)(d)(4l(b)(2)(ii)(d)(4), (5) ), or (6) of the Regulations), and such Partner Partner, thereafter, has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(cSection 11.2(c) is intended to constitute a “qualified income offset” under Regulation Section 1.704l.704-1(b)(2)(ii)(dl(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event a Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Sections Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6) of the Regulations), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated 9 to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph Paragraph 2(c) is intended to constitute a “"qualified income offset” " under Regulation Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If a Partner unexpectedly receives any adjustments, allocations or distributions described in Sections Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulations. This subparagraph 2(cSection 5.01(d)(iii) is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d1.704­1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event a Partner unexpectedly receives any adjustments, allocations or distributions described in Sections Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6) of the Regulations), and such Partner Partner, thereafter, has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(cSection 11.2(c) is intended to constitute a “qualified income offset” under Regulation Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event a Partner unexpectedly ----------------------- receives any adjustments, allocations or distributions described in Sections Section 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6) of the Regulations, and such Partner has an - Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(c) Section 4.4.3 is intended to constitute a “"qualified income offset” " under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted - consistently therewith.

Qualified Income Offset. If In the event a Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6) of the Regulations), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(cSubsection (c) is intended to constitute a “qualified income offset” under Regulation Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If In the event a Partner unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704-Regulation Section 1.704- 1(b)(2)(ii)(d)(4), (5) ), or (6) of the Regulations), and such Partner Limited Partnership has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(cparagraph (c) is intended to constitute a “"qualified income offset” " under Regulation Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If a any Partner unexpectedly receives any adjustments, allocations or distributions described in Sections Regulations section 1.704-1(b)(2)(ii)(d)(4), (5) or through (6) of the Regulations, and such Partner has an Adjusted Capital Account Deficit(or any successor provisions), items of Partnership income (including gross income) and gain shall be specially specifically allocated to such Partner in an amount and manner sufficient to eliminate eliminate, to the extent required by the Regulations promulgated under section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible as required by the Regulations. This subparagraph 2(cunless such deficit balance is otherwise eliminated pursuant to Section 4.1(c) is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewithor 4.1(d).

Qualified Income Offset. If a In the event that any Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Sections Regulation Section 1.704-1(b)(2)(ii)(d)(4l(b)(2)(ii)(d)(4), (5) ), or (6) of the Regulations), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(cSection 4.3(c) is intended to constitute a “"qualified income offset” " under Regulation Section 1.704-1(b)(2)(ii)(dl(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If a In the event any Limited Partner unexpectedly receives any adjustments, allocations allocations, or distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such Partner has an Adjusted Capital Account Deficit), items of Partnership income (including gross income) and gain shall be specially allocated to such Limited Partner in an amount and manner sufficient to eliminate the Adjusted deficit balance in his Capital Account Deficit created by such adjustments, allocations or distributions as quickly promptly as possible as required by the Regulationspossible. This subparagraph 2(cSection 10.3(b) is intended to constitute a “qualified income offset” under provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) of the Regulations ), and shall be interpreted consistently therewithand applied in all respects in accordance with that Section.

Qualified Income Offset. If In the event a Limited Partner ----------------------- unexpectedly receives any adjustments, allocations or distributions described in Sections Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6) of the Regulations), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(cparagraph (c) is intended to constitute a “"qualified income offset” " under Regulation Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted - consistently therewith.

Qualified Income Offset. If In the event a Partner unexpectedly receives any adjustments, allocations or distributions described in Sections Regulation Section 1.704-1(b)(2)(ii)(d)(41(b)(2)(ii)(d)(4),(5), (5) or (6) of the Regulations), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(cparagraph (c) is intended to constitute a “"qualified income offset” offset under Regulation Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If a In the event that any Limited Partner unexpectedly receives any adjustments, adjustments allocations or distributions described in Sections Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) ), or (6) of the Regulations), and such Limited Partner has an Adjusted Capital Account Deficit, Deficit items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Adjusted. Capital Account Deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(cSection 5.2(c) is intended to constitute a “qualified income offset” under Regulation Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

Qualified Income Offset. If a Partner unexpectedly receives any adjustmentsan allocation, allocations adjustment, or distributions distribution described in Sections 1.704-1(b)(2)(ii)(d)(4clauses (d)(4), (5) d)(5), or (6d)(6) of the Regulations, and such Partner has an Adjusted Regulations § 1.704-1(b)(2)(ii) that causes or increases a deficit balance in that Limited Partner’s Capital Account Deficitin excess of the amount that the Limited Partner is obligated to restore under this Agreement, that Limited Partner will be allocated items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit such deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(c) The foregoing sentence is intended to constitute a “comply with the qualified income offset” under Section offset provisions of Regulations § 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently consistent therewith.

Qualified Income Offset. If a Any Partner who unexpectedly receives receives, with respect to the Partnership, an adjustment, allocation, or distribution of any adjustments, allocations or distributions item described in Sections 1.704-1(b)(2)(ii)(d)(4subsections (4), (5) ), or (6) of the Regulations, Regulation § 1.704-1(b)(2)(ii)(d) (26 C.F.R. § 1.704-1(b)(2)(ii)(d)(4)-(6)) shall be allocated items of income and gain in an amount sufficient to eliminate such Partner has an Partner’s Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit deficit balance arising thereby as quickly as possible as required by possible, in accordance with the Regulations. This subparagraph 2(c) is intended to constitute a “qualified income offset” under Section rule of Regulation § 1.704-1(b)(2)(ii)(d1(b)(2)(ii)(d)(3) of the Regulations and shall be interpreted consistently therewith(26 C.F.R. § 1.704-1(b)(2)(ii)(d)(3)).

Qualified Income Offset. If a Partner unexpectedly receives any adjustmentsan allocation, allocations adjustment, or distributions distribution described in Sections 1.704-1(b)(2)(ii)(d)(4clauses (d)(4), (5) d)(5), or (6d)(6) of the Regulations, and such Partner has an Adjusted Regulations § 1.704-1(b)(2)(ii) that causes or increases a deficit balance in that Limited Partner’s Capital Account Deficitin excess of the amount that the Limited Partner is obligated to restore under this Agreement, that Limited Partner will be allocated items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit such deficit as quickly as possible as required by the Regulationspossible. This subparagraph 2(c) The foregoing sentence is intended to constitute a “comply with the qualified income offset” under Section 1.704offset provisions of Regulations § 1 ..704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently consistent therewith.

Qualified Income Offset. If a Partner unexpectedly receives any adjustmentsan adjustment, allocations allocation or distributions distribution described in Sections 1.704-1(b)(2)(ii)(d)(4paragraph (4), (5) ), or (6) of Section 1.704-l(b)(2)(ii)(d) of the Section 704(b) Regulations, and such Partner has an Adjusted Capital Account Deficit, items gross income of the Partnership income (including gross income) and or gain from a sale of assets shall be specially allocated to such Partner or Partners in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit any deficit balance in such Partner's capital account caused by such adjustment, allocation or distribution as quickly as possible as required by to the extent such deficit balance exceeds the amount such Partner is deemed obligated to restore to the Partnership pursuant to the Section 704(b) Regulations. This subparagraph 2(c) It is intended the intent of the parties hereto that any allocation pursuant to constitute this subsection constitutes a “"qualified income offset” " under Section Treasury regulation section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewithl(b)(2)(ii)(d).