Common use of Allocation of Excess Nonrecourse Liabilities Clause in Contracts

Allocation of Excess Nonrecourse Liabilities. For purposes of allocating the "excess nonrecourse liabilities" (within the meaning of Treasury Regulations Section 1.752-3(a)(3)) of the BRI Partnership among the partners (including the Transferor Partners), the BRI Partnership will allocate one-half of such excess nonrecourse liabilities among its partners based upon each partner's relative number of BRI Partnership Units (taking into account Restricted Distribution BRI Partnership Units) and the remainder of such excess nonrecourse liabilities will be allocated among the partners based on each partner's relative share of the BRI Partnership's Section 704(c) "minimum gain." The foregoing method shall not be modified by the BRI Partnership until the expiration of the No Transfer Period without the consent of the Transferor Agent (which consent may only be granted if none of the Transferor Partners is materially adversely affected unless the consent of such materially adversely affected Transferor Partners is obtained), provided however that in the event of a change in the Code, the Treasury Regulations, or published Internal Revenue Service ("IRS") rulings, notices or other administrative guidance, or in any private letter ruling issued to a taxpayer other than the BRI Partnership (any such change, a "Change in Law") such that, in the reasonable opinion of tax counsel to the BRI Partnership, based on such Change in Law, either (i) the foregoing method is no longer legally permissible, (ii) or an alternative method, not previously permitted, which results in more favorable tax consequences to each of the limited partners, including the Transferor Partners, of the BRI Partnership is currently permitted, the BRI Partnership, shall be entitled, without the consent of the Transferor Agent, to adopt an alternative method, provided further that, in the case of clause (i), the BRI Partnership shall choose the alternative method that minimizes to the extent reasonably possible, the adverse tax consequences to the Transferor Partners.

Allocation of Excess Nonrecourse Liabilities. For purposes of allocating the "excess nonrecourse liabilities" (within the meaning of Treasury Regulations Section 1.752-3(a)(3)) of the BRI Partnership among the partners (including the Transferor Partners), the BRI Partnership will allocate one-half of such excess nonrecourse liabilities among its partners based upon each partner's relative number of BRI Partnership Units (taking into account Restricted Distribution BRI Partnership Units) and the remainder of such excess nonrecourse liabilities will be allocated among the partners based on each partner's relative share of the BRI Partnership's Section 704(c) "minimum gain." The foregoing method shall not be modified by the BRI Partnership until the expiration of the No Transfer Period without the consent of the Transferor Agent (which consent may only be granted if none of the Transferor Partners is materially adversely affected unless the consent of such materially adversely affected Transferor Partners is obtained), provided however that in the event of a change in the -52- Code, the Treasury Regulations, or published Internal Revenue Service ("IRS") rulings, notices or other administrative guidance, or in any private letter ruling issued to a taxpayer other than the BRI Partnership (any such change, a "Change in Law") such that, in the reasonable opinion of tax counsel to the BRI Partnership, based on such Change in Law, either (i) the foregoing method is no longer legally permissible, (ii) or an alternative method, not previously permitted, which results in more favorable tax consequences to each of the limited partners, including the Transferor Partners, of the BRI Partnership is currently permitted, the BRI Partnership, shall be entitled, without the consent of the Transferor Agent, to adopt an alternative method, provided further that, in the case of clause (i), the BRI Partnership shall choose the alternative method that minimizes to the extent reasonably possible, the adverse tax consequences to the Transferor Partners.

Allocation of Excess Nonrecourse Liabilities. For the purposes of allocating Contributors' share of the "excess nonrecourse liabilities" (within the meaning of Treasury Regulations Section 1.752-3(a)(31.753(a)(3)) of FWRLP to the BRI Partnership among the partners (including the Transferor Partners)Contributors, the BRI Partnership FWRLP will allocate (i) the lesser of (A) one-half of such excess nonrecourse liabilities or (B) the built-in gain in excess of Section 704(c) "minimum gain", among its partners based upon each partner's relative number share of BRI Partnership Units FWRLP's built-in gain in excess of Section 704(c) "minimum gain", and (taking into account Restricted Distribution BRI Partnership Unitsii) and the remainder of such excess nonrecourse liabilities will be allocated among the partners based on each partner's relative share number of FWRLP Units (taking into account the BRI Partnership's Section 704(c) "minimum gain." Contributors' interest in FWRLP). The foregoing method shall not be modified by the BRI Partnership FWRLP until the expiration of the No Transfer Period Period, without the consent of the Transferor Agent (which consent may only be granted if none of the Transferor Partners is materially adversely affected unless the consent of such materially adversely affected Transferor Partners Contributors, if any, is obtained); provided, provided however however, that in the event of a change in the Code, the Treasury Regulations, or published Internal Revenue Service ("IRS") rulings, notices or other administrative guidance, or in any private letter ruling issued to a taxpayer other than the BRI Partnership FWRLP (any such change, a "Change in Law") such that, in the reasonable opinion of tax counsel to the BRI PartnershipFWRLP, based on such Change in Law, either (i) the foregoing method is no longer legally permissible, (ii) or an alternative method, not previously permitted, which results in more favorable tax consequences to each of the limited partners, including the Transferor Partners, of the BRI Partnership Contributors is currently permitted, the BRI Partnership, FWRLP shall be entitled, without the consent of the Transferor AgentContributors, to adopt an alternative method, provided further that, in the case of clause (i), the BRI Partnership FWRLP shall choose the alternative method that minimizes minimizes, to the extent reasonably possible, the adverse tax consequences to the Transferor PartnersContributors.

Allocation of Excess Nonrecourse Liabilities. For purposes of allocating the "excess nonrecourse liabilities" (within the meaning of Treasury Regulations Section 1.752-3(a)(3)) of the BRI Partnership among the partners (including the Transferor Partners), the BRI Partnership will allocate one-one half of such excess nonrecourse liabilities among its partners based upon each partner's relative number of BRI Partnership Units (taking into account Restricted Distribution BRI Partnership Units) and the remainder of such excess nonrecourse liabilities will be allocated among the partners based on each partner's relative share of the BRI Partnership's Section 704(c) "minimum gain." The foregoing method shall not be modified by the BRI Partnership until the expiration of the No Transfer Period without the consent of the Transferor Agent (which consent may only be granted if none of the Transferor Partners is materially adversely affected unless the consent of such materially adversely affected Transferor Partners is obtained), provided however that in the event of a change in the Code, the Treasury Regulations, or published Internal Revenue Service ("IRS") rulings, notices or other administrative guidance, or in any private letter ruling issued to a taxpayer other than the BRI Partnership (any such change, a "Change in Law") such that, in the reasonable opinion of tax counsel to the BRI Partnership, based on such Change in Law, either (i) the foregoing method is no longer legally permissible, (ii) or an alternative method, not previously permitted, which results in more favorable tax consequences to each of the limited partners, including the Transferor Partners, of the BRI Partnership is currently permitted, the BRI Partnership, shall be entitled, without the consent of the Transferor Agent, to adopt an alternative method, provided further that, in the case of clause (i), the BRI Partnership shall choose the alternative method that minimizes to the extent reasonably possible, the adverse tax consequences to the Transferor Partners.