Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in 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)])])])])])], and after giving effect to the allocations required under Sections 1.A and 1.B hereof such Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income and gain for the Partnership taxable year) shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible; provided, that an allocation pursuant to this Section 1.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 Section 6.1 of the Agreement or any other provisions of this Exhibit C have been tentatively made as if this Section 1.C were not in this Agreement. This Section 1.C is intended to constitute a qualified income offset under Regulations [Section 1.704-1(b)(2)(ii)(d)])] and shall be interpreted consistently therewith.

Qualified Income Offset. In the event any Member unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulations §1.704.1(b)(2)(ii)(d)(4), (5) or (6), which causes or increases such Member’s Adjusted Capital Account Deficit, items of Company Income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate such Adjusted Capital Account Deficit as quickly as possible, provided that an allocation under this [Section 4.5(d)] shall be made if and only to the extent such Member would have an Adjusted Capital Account Deficit after all other allocations under this Article IV have been made. It is intended that this [Section 4.5(d)] be interpreted to comply with the alternate test for economic effect set forth in Treasury Regulations §1.704-1(b)(2)(ii)(d).

Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Regulations [Sections 1.704-l(b)(2)(ii)(d)(4), l.704-1(b)(2)(ii)(d)(5), or 1.704-l(b)(2)(ii)(d)(6)])])])])])], and after giving effect to the allocations required under Sections 1.A and 1.B hereof with respect to such Fiscal Year, such Member has an Adjusted Capital Account Deficit, items of Company income and gain (consisting of a pro rata

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in 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)])])])])])], and after giving effect to the allocations required under Sections 1.A and 1.B hereof such Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income and gain for the Partnership taxable year) shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible; provided, that an allocation pursuant to this Section 1.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 Section 6.1 of the Agreement or any other provisions of this Exhibit C have been tentatively made as if this Section 1.C were not in this Agreement. This Section 1.C is intended to constitute a qualified income offset under Regulations [Section 1.704-1(b)(2)(ii)(d)])] and shall be interpreted consistently therewith.

Qualified Income Offset. In the event any Party unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Party in an amount and manner sufficient to eliminate, to the extent required by Treasury Regulations, the Adjusted Capital Account Deficit of the Party as quickly as possible; provided that an allocation pursuant to this [Section 5(b) of Exhibit B] shall be made only if and to the extent that such Party would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 5 of this Exhibit B have been tentatively made as if this [Section 5(b) of Exhibit B] were not in this Agreement.

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in 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 shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this [Section 7.3(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 this Section 7 have been tentatively made, as if this [Section 7.3(C)] were not in the Agreement.

Qualified Income Offset. If a Partner unexpectedly receives in any Partnership Year (or other period) an adjustment, allocation, or distribution described in [subparagraphs (4), (5), or (6)])])] of Regulations [Section 1.704-1(b)(2)(ii)(d)])] that causes or increases a deficit balance in such Partner’s Capital Account that exceeds the sum of such Partner’s shares of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, as determined in accordance with Regulations Sections 1.704-2(g) and 1.704-2(i))])])], such Partner shall be allocated specially for such Partnership Year or other period (and, if necessary, later Partnership Years or other periods) items of income and gain in an amount and manner sufficient to eliminate such deficit Capital Account balance as quickly as possible as provided in Regulations [Section 1.704-1(b)(2)(ii)(d)])]; provided, that an allocation pursuant to this [Section 5.1(c)] shall be made only if and to the extent that such Partner would have a deficit Capital Account balance after all other allocations provided for in Article 5 have been tentatively made as if this [Section 5.1(c)] were not in this Agreement. This [Section 5.1(c)]

Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in 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)])])])])])], and after giving effect to the allocations required under Sections 1.A and 1.B hereof such Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income and gain for the Partnership taxable year) shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible; provided, that an allocation pursuant to this Section 1.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 Section 6.1 of the Agreement or any other provisions of this [Exhibit C] have been tentatively made as if this Section 1.C were not in this Agreement. This Section 1.C is intended to constitute a qualified income offset under Regulations [Section 1.704-1(b)(2)(ii)(d)])] and shall be interpreted consistently therewith.

Qualified Income Offset. If a Partner receives in any taxable year an adjustment, allocation or distribution described in [subparagraphs (4), (5) or (6)])])] of Regulations [Section 1.704-1(b)(2)(ii)(d)])] that causes or increases a deficit balance in such Partner’s Capital Account that exceeds the sum of such Partner’s shares of Partnership Minimum Gain and Partner Minimum Gain, as determined in accordance with Regulations [Sections 1.704-2(g) and 1.704-2(i)])])])], such Partner shall be specially allocated for such taxable year (and, if necessary, later taxable years) items of income and gain in an amount and manner sufficient to eliminate such deficit Capital Account balance as quickly as possible as provided in Regulations [Section 1.704-1(b)(2)(ii)(d)])].

Qualified Income Offset. If any Holder of Partnership Common Units unexpectedly receives an adjustment, allocation or distribution described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6))])], items of Partnership income and gain shall be allocated, in accordance with Regulations [Section 1.704-1(b)(2)(ii)(d)])], to such Holder in an amount and manner sufficient to eliminate, to the extent required by such Regulations, the Adjusted Capital Account Deficit of such Holder as quickly as