Common use of Qualified Income Offset Clause in Contracts

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation §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 income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s Capital Account (adjusted as required by the Regulations) of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection have been tentatively made as if this Section 4.01(c)(iii) were not in this Agreement.

Qualified Income Offset. In the event that any Partner unexpectedly receives any adjustments, allocations, allocations or distributions described in Regulation §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), items of Partnership income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of such Partner as quickly as possible, ; provided that an allocation pursuant to this Section 4.01(c)(iii5.3(c) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Article V have been tentatively made as if this Section 4.01(c)(iii5.3(c) were not in this Agreement.

Qualified Income Offset. In the event that any Partner unexpectedly receives any adjustments, allocations, allocations or distributions described in Regulation §1.704-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), items of Partnership income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of such Partner as quickly as possible, ; provided that an allocation pursuant to this Section 4.01(c)(iii5.3(c) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Article V have been tentatively made as if this Section 4.01(c)(iii5.3(c) were not in this Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation §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), items of Partnership income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii7.3(C) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Section 7 have been tentatively made made, as if this Section 4.01(c)(iii7.3(C) were not in this the Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, 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), items of Partnership income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of such Partner as quickly as possible, provided that provided, that, an allocation pursuant to this Section 4.01(c)(iii5.4(b) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Article V have been tentatively made as if this Section 4.01(c)(iii) were not in this Agreementmade.

Qualified Income Offset. In the event any Limited Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation §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), items of Partnership income and gain of the Partnership shall be specially allocated to each such Limited Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of such Limited Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iiiSubsection 5.3(c) shall be made only if and to the extent that such Limited Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Article 5 have been tentatively made as if this Section 4.01(c)(iiiSubsection 5.3(c) were not in this the Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation §Treasury 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), items of Partnership income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii6.03(c) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Agreement have been tentatively made as if this Section 4.01(c)(iii6.03(c) were not in this Agreement.

Qualified Income Offset. In the event any If a Limited Partner who is not also a General Partner unexpectedly receives any adjustments, allocations, allocations or distributions described in Regulation §1.704-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 Partnership income and gain of the Partnership shall be specially allocated to each such Limited Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by Deficit of the Regulations) of such Limited Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii4.3(c) shall be made only if and only to the extent that such the Limited Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Article IV have been tentatively made as if without considering this Section 4.01(c)(iii) were not in this Agreement4.3(c).

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, allocations or distributions described in Regulation §1.704-1(b)(2)(ii)(d)(4Sections 1.704(b)(2)(ii)(d)(4), §1.704-1(b)(2)(ii)(d)(5) or §1.704-1(b)(2)(ii)(d)(6)1(b)(2)(ii)(d)(6)of the Regulations, items of Partnership income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii7.2(c) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit deficit after all other allocations provided for in this subsection Article 7 have been tentatively made as if this Section 4.01(c)(iii7.2(c) were not in this the Agreement.

Qualified Income Offset. In the event any Limited Partner 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 Partnership income and gain of the Partnership shall be specially allocated to each such Limited Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of such Limited Partner as quickly as possible, ; provided that an allocation pursuant to this Section 4.01(c)(iii3.04(a) shall be made only if and to the extent that such Limited Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Article III have been tentatively made as if this Section 4.01(c)(iii3.04(a) were not in this the Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation §1.704-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 Treasury Regulations, items of Partnership income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii) 5.4.3 shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Section 5 have been tentatively made as if this Section 4.01(c)(iii) 5.4.3 were not in this the Agreement.

Qualified Income Offset. In the event any Partner who is not obligated (or treated as obligated) to restore a deficit balance in its Capital Account unexpectedly receives any adjustments, allocations, or distributions described in Regulation §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), items of Partnership income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii4.3(c) shall be made only if and only to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Article 4 have been tentatively made as if this Section 4.01(c)(iii4.3(c) were not in this the Agreement.

Qualified Income Offset. In the event any Limited Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation §Treas. Reg. (S)(S) 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 Partnership income and gain of the Partnership shall be specially allocated to each such Limited Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of such Limited Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii5.2(c) shall be made only if and to the extent that such Limited Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Article V have been tentatively made as if this Section 4.01(c)(iii5.2(c) were not in this the Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation §Regulations 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), items of Partnership income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Adjusted FIT Capital Account (adjusted as required by the Regulations) Deficit of such Partner created by such adjustments, allocations or distributions as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii16.4(b)(iv) shall be made only if and only to the extent that such Partner would have an Adjusted FIT Capital Account Deficit after all other allocations provided for in this subsection Article 16 have been tentatively made as if this Section 4.01(c)(iii16.4(b)(iv) were not in this the Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation §1.704-Treasury 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), items of Partnership income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii6.3(c) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Agreement have been tentatively made as if this Section 4.01(c)(iii6.3(c) were not in this Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation §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 income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s Capital Account (adjusted as required by the Regulations) of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii4.01 (c)(iii) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection have been tentatively made as if this Section 4.01(c)(iii) were not in this Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, allocations or distributions described in Regulation §1.704-1(b)(2)(ii)(d)(4Sections 1.704(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 Partnership income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii) 0 shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit deficit after all other allocations provided for in this subsection Article 0 have been tentatively made as if this Section 4.01(c)(iii) 0 were not in this the Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation §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 income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s Capital Account (adjusted as 18 required by the Regulations) of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection have been tentatively made as if this Section 4.01(c)(iii) were not in this Agreement.

Qualified Income Offset. In the event any Limited Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation §Section 1.704-1(b)(2)(ii)(d)(4l(b)(2)(ii)(d)(4), §Section 1.704-1(b)(2)(ii)(d)(5) l(b)(2)(ii)(d)(5), or §Section 1.704-1(b)(2)(ii)(d)(6)1(b)-(2)(ii)(d)(6) of the Regulations, items of Partnership income and gain of the Partnership shall be specially allocated to each such Limited Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of such Limited Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii4.3(c) shall be made only if and to the extent that such Limited Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Article IV have been tentatively made as if this Section 4.01(c)(iii4.2(c) were not in this the Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation §Sections 1.704-1(b)(2)(ii)(d)(41(b) (2) (ii) (d) (4),1.704-1 (b) (2) (ii) (d) (5), §or 1.704-1(b)(2)(ii)(d)(5l(b) or §1.704-1(b)(2)(ii)(d)(6)(2) (ii) (d) (6) of the Treasury Regulations, items of Partnership income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii6.06(c) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Article VI have been tentatively made as if this Section 4.01(c)(iii6.06(c) were not in this the Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation §Regulations Section 1.704-1(b)(2)(ii)(d)(4), §1.704-1(b)(2)(ii)(d)(5) or §Regulations Section 1.704-1(b)(2)(ii)(d)(6), or otherwise, which results in such Partner having a Capital Account deficit, items of Partnership income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Capital Account (adjusted as required by the Regulations) deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii4.3(d) shall be made only if and only to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Article IV have been tentatively made as if this Section 4.01(c)(iii4.3(d) were not in this the Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation §1.704-Regulations Section 1.704- 1(b)(2)(ii)(d)(4), §1.704-1(b)(2)(ii)(d)(5) or §Regulations Section 1.704-1(b)(2)(ii)(d)(6), or otherwise, which results in such Partner having a Capital Account deficit, items of Partnership income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Capital Account (adjusted as required by the Regulations) deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii4.3(d) shall be made only if and only to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Article IV have been tentatively made as if this Section 4.01(c)(iii4.3(d) were not in this the Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, allocations or distributions described in Regulation §1.704-Regulations 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), items of Partnership income and gain of the Partnership shall be specially specifically allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii) 4.4.3 shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Section 4 have been tentatively made as if this Section 4.01(c)(iii) 4.4.3 were not in this Agreement.

Qualified Income Offset. In the event If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation §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 Partnership income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Capital Account deficit (adjusted as required by determined in accordance with the Regulationsrules set forth in Section 1.704-1(b)(2)(ii)(d)) of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii6.1(c)(iv) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit deficit (determined in accordance with the rules set forth in Section 1.704-1(b)(2)(ii)(d)) after all other allocations provided for in this subsection Section 6.1(c)(iv) have been tentatively made as if this Section 4.01(c)(iii6.1(c)(iv) were not in this the Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation §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), items of income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s Capital Account (adjusted as required by the Regulations) of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection have been tentatively made as if this Section 4.01(c)(iii) were not in this Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation §Regulations Sections 1.704-1(b)(2)(ii)(d)(4), §1.704-1(b)(2)(ii)(d)(5l(b)(2)(ii)(d)(5) or §1.704-1.704- 1(b)(2)(ii)(d)(6), items of Partnership income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Adjusted FIT Capital Account (adjusted as required by the Regulations) Deficit of such Partner created by such adjustments, allocations or distributions as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii16.4(b)(iii) shall be made only if and only to the extent that such Partner would have an Adjusted FIT Capital Account Deficit after all other allocations provided for in this subsection Article 16 have been tentatively made as if this Section 4.01(c)(iii16.4(b)(iii) were not in this the Agreement.

Qualified Income Offset. In the event any Limited Partner unexpectedly receives any adjustments, allocations, allocations or distributions described in Regulation §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 Partnership income and gain of the Partnership shall be specially allocated to each such Limited Partner in an amount and manner sufficient to eliminate, to the extent required requited by the Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of such Limited Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii4.1(a) Allocation of Losses shall be made only if and to the extent that such Limited Partner would have has an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Article IV have been tentatively made as if this Section 4.01(c)(iii4.2(a) were not in this Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation §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), items of income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s Capital Account (adjusted as required by the Regulations) of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii) shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection have been tentatively made as if this Section 4.01(c)(iii) were not in this Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustmentsadjustment, allocationsallocation, or distributions distribution described in Regulation §Section 1.704-1(b)(2)(ii)(d)(41(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 Treasury Regulations, items of Partnership income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s Capital Account (adjusted as required by the Regulations) of such Partner as quickly as possible, any deficit in such Partner's Adjusted Augmented Capital Account created or increased by such adjustment, allocation or distribution, provided that an allocation pursuant to this Section 4.01(c)(iii8.01(c)(3) shall be made only if and to the extent that there would be a deficit in such Partner would have an Partner's Adjusted Augmented Capital Account Deficit after all other allocations provided for in this subsection Section 8.01 have been tentatively made as if this Section 4.01(c)(iii8.01(c)(3) were not in this the Agreement.. (4)

Qualified Income Offset. In the event any Limited Partner unexpectedly receives any adjustments, allocations, allocations or distributions described in Regulation §Regulations Section 1.704-1(b)(2)(ii)(d)(4), §Regulations Section 1.704-1(b)(2)(ii)(d)(5) ), or §Regulations Section 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain of the Partnership shall be specially allocated to each such Limited Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of such Limited Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii6.03(c) shall be made only if and only to the extent that such Limited Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Section 6 have been tentatively made as if this Section 4.01(c)(iii6.03(c) were not in this the Agreement.

Qualified Income Offset. In the event any Limited Partner ----------------------- 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 Partnership income and gain of the Partnership - - shall be specially allocated to each such Limited Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of such Limited Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii4.3(c) shall be made only if and to the extent that such Limited Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Article IV have been tentatively made as if this Section 4.01(c)(iii4.3(c) were not in this Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation §paragraphs (4), (5) and (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(41(b)(2)(ii)(d), §modified, as appropriate, by Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(52(g)(1) or §and 1.704-1(b)(2)(ii)(d)(62(i)(5), items of Partnership income and gain of the Partnership for such Fiscal Year shall be specially allocated to each such Partner Partners in an amount and manner sufficient to eliminate, to the extent required by the such Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) deficit of such Partner Partners as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii5.2(a)(iii) shall be made only if and to the extent that such Partner Partners would have an Adjusted Capital Account Deficit deficit after all other allocations provided for in this subsection Section 5.2 have been tentatively made as if this Section 4.01(c)(iii5.2(a)(iii) were not in this Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation §U.S. Treasury 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), items of Partnership income and gain of the Partnership shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the U.S. Treasury Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by Deficit of the Regulations) of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii8.2(c) shall be made only if and to the extent that such the Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection ARTICLE VIII have been tentatively made as if this Section 4.01(c)(iii8.2(c) were not in this the Agreement.

Qualified Income Offset. In the event If any Partner unexpectedly receives any adjustmentsa distribution, allocationsallocation, or distributions adjustment described in Regulation §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), items of Partnership income and gain of the Partnership shall be specially allocated made specifically to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of each such Partner as quickly as possible, provided that an . An allocation made pursuant to this Section 4.01(c)(iii12.2(c) shall be made only if if, and to the extent that that, each such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Section 12 have been tentatively made as if this Section 4.01(c)(iii12.2(c) were not in this the Agreement.

Qualified Income Offset. In the event any Limited Partner unexpectedly receives any adjustments, allocations, allocations or distributions described in Regulation §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 Partnership income and gain of the Partnership shall be specially allocated to each such Limited Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of such Limited Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii4.1(a) Allocation of Losses shall be made only if and to the extent that such Limited Partner would have has an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Article IV have been tentatively made as if this Section 4.01(c)(iii4.2(a) were not in this Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, allocations or distributions described in Regulation §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), items of Partnership income and gain of the Partnership shall be specially specifically allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii) 4.4.3 shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Section 4 have been tentatively made as if this Section 4.01(c)(iii) 4.4.3 were not in this Agreement.

Qualified Income Offset. In the event any Limited Partner ----------------------- 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 §1.704-1.704- - - - - 1(b)(2)(ii)(d)(6)) of the Regulations, items of Partnership income and gain of the Partnership shall - - be specially allocated to each such Limited Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, any deficit balance in such Partner’s the Adjusted Capital Account (adjusted as required by the Regulations) Deficit of such Limited Partner as quickly as possible, provided that an allocation pursuant to this Section 4.01(c)(iii4.3(c) shall be made only if and to the extent that such Partner Limited partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this subsection Article IV have been tentatively made as if this Section 4.01(c)(iii4.3(c) were not in this Agreement.