Common use of Additional Special Allocations Clause in Contracts

Additional Special Allocations. Notwithstanding the foregoing provisions of this Article 4: 4.4.1 Tax items with respect to Partnership Property that is contributed to the Partnership with a Gross Asset Value that varies from its basis in the hands of the contributing Partner immediately preceding the date of contribution shall be allocated between the Partners for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. The Partnership shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the General Partner, including, without limitation, the "traditional method" as described in Regulations Section 1.704-3(b). If the Gross Asset Value of any Partnership asset is adjusted pursuant to Section 2.10.2, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations promulgated thereunder. Allocations pursuant to this Section 4.4.1 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Partner's Capital Account or share of Net Profits, Net Losses and any other items or distributions pursuant to any provision of this Agreement. 4.4.2 The Nonrecourse Deductions for each taxable year of the Partnership shall be allocated to the Partners in proportion to their Percentage Interests. 4.4.3 If there is a net decrease in Partnership Minimum Gain during a Partnership taxable year, then each Partner shall be allocated items of Partnership income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to such Partner's share of the net decrease in Partnership Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)(2). This Section

Additional Special Allocations. Notwithstanding the foregoing provisions of this Article 4: 4.4.1 Tax items with respect to Partnership Property that is contributed to the Partnership with a Gross Asset Value that varies from its basis in the hands of the contributing Partner immediately preceding the date of contribution shall be allocated between the Partners for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. The Partnership shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the General Partner, including, without limitation, the "“traditional method" ” as described in Regulations Section 1.704-3(b). If the Gross Asset Value of any Partnership asset is adjusted pursuant to Section 2.10.2, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations promulgated thereunder. Allocations pursuant to this Section 4.4.1 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Partner's ’s Capital Account or share of Net Profits, Net Losses and any other items or distributions pursuant to any provision of this Agreement. 4.4.2 The Nonrecourse Deductions for each taxable year of the Partnership shall be allocated to the Partners in proportion to their Percentage Interests. 4.4.3 If there is a net decrease in Partnership Minimum Gain during a Partnership taxable year, then each Partner shall be allocated items of Partnership income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to such Partner's ’s share of the net decrease in Partnership Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)(2). This SectionSection 4.4.3 is intended to comply with the minimum gain chargeback requirement of Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. The allocation otherwise required pursuant to this Section 4.4.3 shall, however, not apply to a Partner to the extent that the minimum gain chargeback rules are inapplicable in a particular circumstance. 4.4.4 The Partner Nonrecourse Deductions shall be allocated each year to the Partner that bears the economic risk of loss (within the meaning of Regulations Section 1.752-2) for the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable. 4.4.5 If there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership taxable year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such taxable year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in a manner consistent with the provisions of Regulations Section 1.704-2(g)(2). This Section 4.4.5 is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. 4.4.6 If any Partner unexpectedly receives an adjustment, allocation or distribution of the type contemplated by Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes an Adjusted Capital Account Deficit in such Partner’s capital account, items of income and gain shall be allocated to all such Partners (in proportion to the amounts of their respective Adjusted Capital Account Deficits) in an amount and manner sufficient to eliminate the deficit balances in such Partners’ Capital Accounts, that are in excess of such Partners’ respective Adjusted Capital Account Deficits, as quickly as possible as of the end of the Partnership’s taxable year to which adjustment, allocation or distribution relates. It is intended that this Section 4.4.6 qualify and be construed as a “qualified income offset” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(d). 4.4.7 In the event that any Partner has a deficit Capital Account at the end of any fiscal year that is in excess of the sum of (1) the amount (if any) that such Partner is obligated to restore to the Partnership upon liquidation of such Partner’s Partnership Interest and (2) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 4.4.7 shall be made if and only to the extent that such Partner would have a deficit Capital Account in excess of such sum after all other allocations provided in this Article 4 have been tentatively made as if this Section 4.4.7 and Section 4.4.6 hereof were not in the Agreement. 4.4.8 If the allocation of Net Loss to a Partner as provided in Section 4.3 hereof would create or increase an Adjusted Capital Account Deficit, there shall be allocated to such Partner only that amount of Net Loss as will not create or increase an Adjusted Capital Account Deficit. The Net Loss that would, absent the application of the preceding sentence, otherwise be allocated to such Partner shall be allocated to the other Partners pro rata to the allocation of other Losses to such Partner, subject to the limitations set forth in this Section 4.4.8. 4.4.9 To the extent that an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Partner in complete liquidation of his Interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Partners in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Partners to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies. 4.4.10 The allocations set forth in Sections 4.4.2, 4.4.3, 4.4.4, 4.4.5, 4.4.6, 4.4.7, 4.4.8 and 4.4.9 hereof (the “Regulatory Allocations”) are intended to comply with certain requirements of Regulations Sections 1.704-1(b) and 1.704-2(i). The Regulatory Allocations may not be consistent with the manner in which the Partners intend to distribute the cash of the Partnership or allocate Partnership income or loss. Accordingly, the General Partner is hereby authorized to allocate Net Profits, Net Losses, and other items of income, gains, loss and deductions to the Partners so as to prevent the Regulatory Allocations from distorting the manner in which Partnership distributions will be divided between the Partners. In general, the Partners anticipate that this will be accomplished by specially allocating other Net Profits, Net Losses and other items of income, gain, loss and deduction to the Partners so that, to the extent possible, the net amount of such allocations of other Net Profits, Net Losses and other items and the Regulatory Allocations to the Partners shall be equal to the net amount that would have been allocated among the Partners if the Regulatory Allocations had not occurred. However, the General Partner shall have discretion to accomplish this result in any reasonable manner. 4.4.11 Except as otherwise required by Sections 4.4.1 through 4.4.9 hereof, but notwithstanding the other foregoing provisions of this Article 4, at all times during the existence of the Partnership the General Partner’s interest in each item of Partnership income, gain, loss, deduction or credit shall equal at least one percent (1%) of each of those items. 4.4.12 For purposes of determining the Net Profits, Net Losses and any other items of income, gain, loss and deduction allocable to any period, Net Profits, Net Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partner using any permissible method under Code Section 706 and the Regulations thereunder.

Additional Special Allocations. Notwithstanding the foregoing provisions of this Article 45: 4.4.1 5.2.1 Tax items with respect to Partnership Company Property that is contributed to the Partnership Company with a Gross Asset Value that varies from its basis in the hands of the contributing Partner Member immediately preceding the date of contribution shall be allocated between among the Partners Members for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. The Partnership Company shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the General PartnerManagers, including, without limitation, the "traditional method" as described in Regulations Section 1.704-3(b). If the Gross Asset Value of any Partnership Company asset is adjusted pursuant to Section 2.10.22.17.2 hereof, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations promulgated thereunder. Allocations pursuant to this Section 4.4.1 5.2.1 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any PartnerMember's Capital Account or share of Net Profits, Net Losses and any other items or distributions pursuant to any provision of this Agreement. 4.4.2 5.2.2 The Nonrecourse Deductions for each taxable year of the Partnership Company shall be allocated to the Partners Members in proportion to their Percentage Interests. 4.4.3 5.2.3 If there is a net decrease in Partnership Company Minimum Gain during a Partnership Company taxable year, then each Partner Member shall be allocated items of Partnership Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to such PartnerMember's share of the net decrease in Partnership Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)(2). This Sectionin

Additional Special Allocations. Notwithstanding the foregoing provisions of this Article 4: 4.4.1 Tax items with respect to Partnership Property that is contributed to the Partnership with a Gross Asset Value that varies from its basis in the hands of the contributing Partner immediately preceding the date of contribution shall be allocated between the Partners for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. The Partnership shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the General Partner, including, without limitation, the "traditional method" as described in Regulations Section 1.704-3(b). If the Gross Asset Value of any Partnership asset is adjusted pursuant to Section 2.10.2, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations promulgated thereunder. Allocations pursuant to this Section 4.4.1 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Partner's Capital Account or share of Net Profits, Net Losses and any other items or distributions pursuant to any provision of this Agreement. 4.4.2 The Nonrecourse Deductions for each taxable year of the Partnership shall be allocated to the Partners in proportion to their Percentage Interests. 4.4.3 If there is a net decrease in Partnership Minimum Gain during a Partnership taxable year, then each Partner shall be allocated items of Partnership income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to such Partner's share of the net decrease in Partnership Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)(2). This SectionThis

Additional Special Allocations. Notwithstanding the foregoing provisions of this Article 45: 4.4.1 5.2.1 Tax items with respect to Partnership Company Property that is contributed to the Partnership Company with a Gross Asset Value that varies from its basis in the hands of the contributing Partner Member immediately preceding the date of contribution shall be allocated between among the Partners Members for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. The Partnership Company shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations Regulations, as chosen agreed upon by the General Partner, including, without limitation, the "traditional method" as described in Regulations Section 1.704-3(b)Members. If the Gross Asset Value of any Partnership Company asset is adjusted pursuant to Section 2.10.22.24.2 hereof, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations promulgated thereunder. Allocations pursuant to this Section 4.4.1 5.2.1 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any PartnerMember's Capital Account or share of Net Profits, Net Losses and any other items or distributions pursuant to any provision of this Agreement. 4.4.2 5.2.2 The Nonrecourse Deductions for each taxable year of the Partnership Company shall be allocated to the Partners Members in proportion to their Percentage Interests. 4.4.3 5.2.3 If there is a net decrease in Partnership Company Minimum Gain during a Partnership Company taxable year, then each Partner Member shall be allocated items of Partnership Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to such PartnerMember's share of the net decrease in Partnership Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g)(2). This Section