Common use of Allocation of Profits, Losses, Credits and Cash Distributions Clause in Contracts

Allocation of Profits, Losses, Credits and Cash Distributions. All profits, losses and credits, except those gains and losses referred to in Sections 11.03 and 11.10, shall be allocated one percent (1%) to the General Partner and ninety-nine percent (99%) to the Investment Partnership; provided, however, that all losses, if any, in excess of the losses projected in the Partnership Projections prepared on behalf of the Investment Partnership and agreed to by the Partners as of the Initial Closing, shall be allocated to the General Partner. Subject to Lender approval, if required, Net Cash Flow shall be applied and/or distributed in the following priority: (i) payment to the Second Lender of all sums currently due and payable with respect to the Second Loan; (ii) repayment of any amounts due with respect to any Subordinated Loans; (iii) payment of the Incentive Partnership Management Fee for the current year pursuant to Section 8.11; and (iv) of any remaining sum, sixty per cent (60%) thereof to the General Partner, and forty per cent (40%) thereof to the Investment Partnership; provided, however, that during such time as HUD regulations are applicable to the Apartment Complex, the total amount of Net Cash Flow which may be so distributed to the Partners with respect to any fiscal year shall not exceed such amounts as HUD regulations permit to be distributed. In any year in which a Partner sells, assigns or transfers all or any portion of an Interest to any Person who during such year is admitted as a substitute Partner, the share of all profits and losses allocated to, and of all Net Cash Flow and of all cash proceeds distributable under Section 11.04 distributed to, all Partners which is attributable to the Interest sold, assigned or transferred shall be divided between the assignor and the assignee using any one of the following methods as determined by agreement between the assignor and assignee: (i) ratably on the basis of the number of days in such year before, and the number of days on and after, the execution by the assignee of this Agreement, or (ii) by dividing the Partnership fiscal year into two segments, the first segment being the time period in such year before the execution by the assignee of this Agreement and the second segment being the time period in such year beginning on the date of execution of this Agreement, and allocating profits and losses, Net Cash Flow, and all cash proceeds distributable in each such segment among the persons who were Partners during that segment, or (iii) such other method as provided by the Code or regulations thereunder. The Partnership shall, subject to the limitations set forth in the Chapter 121A Regulatory Agreement, any applicable limitation on the distribution of Surplus Cash and any required approval by HUD and/or the Lender, distribute Surplus Cash not less frequently than annually in the manner provided in Section 11.01(a). In the event there is a determination that there is any original issue discount or imputed interest attributable to the Capital Contribution of any Partner, or any loan between a Partner and the Partnership, any income or deduction of the Partnership attributable to such imputed interest or original issue discount on such Capital Contribution or loan (whether stated or unstated) shall be allocated solely to such Partner. In the event that the deduction of all or a portion of any fee paid or incurred by the Partnership to a Partner or an Affiliate of a Partner is disallowed for federal income tax purposes by the Internal Revenue Service with respect to a taxable year of the Partnership, the Partnership shall then allocate to such Partner an amount of gross income of the Partnership for such year equal to the amount of such fee as to which the deduction is disallowed. If any Partner's Interest in the Partnership is reduced but not eliminated because of the admission of new Partners or otherwise, or if any Partner is treated as receiving any items of property described in Section 751(a) of the Code, the Partner's Interest in such items of Section 751(a) property that was property of the Partnership while such Person was a Partner shall not be reduced, but shall be retained by the Partner so long as the Partner has an Interest in the Partnership and so long as the Partnership has an Interest in such property.

Allocation of Profits, Losses, Credits and Cash Distributions. (a) All profits, losses and credits, except those gains and losses referred to in Sections 11.03 and 11.10Section 11.03, shall be allocated one percent per cent (1%) to the General Partner Partner, and ninety-ninety nine percent per cent (99%) to the Investment Partnership; provided, however, that all losses, if any, in excess of the losses projected in the Partnership Projections prepared on behalf of the Investment Partnership and agreed to by the Partners as of the Initial Closing, shall be allocated to the General Partner. Subject to Lender approvalthe approval of the Lenders, if required, Net Cash Flow shall be applied and/or distributed in the following priority: (i) payment to of the Second Lender of all sums Asset Management Fee currently due and payable due, together with respect to the Second Loanany accrued but unpaid Asset Management Fees; (ii) repayment of any amounts due with respect to any the Subordinated Loans; (iii) payment of the Incentive Partnership Management Fee for the current year pursuant to Section 8.11year; (iv) payment of the Incentive Management Fee for the current year; and (ivv) of any remaining sum, sixty fifty per cent (6050%) thereof to the General Partner, Partner and forty fifty per cent (4050%) thereof to the Investment Partnership; provided, however, that during such time as HUD regulations are applicable to the Apartment Complex, the total amount of Net Cash Flow which may be so distributed to the Partners with respect to any fiscal year shall not exceed such amounts as HUD regulations permit to be distributed. . (b) In any year in which a Partner sells, assigns or transfers all or any portion of an Interest to any Person who during such year is admitted as a substitute Partner, the share of all profits and losses allocated to, and of all Net Cash Flow and of all cash proceeds distributable under Section 11.04 distributed to, all Partners which is attributable to the Interest sold, assigned or transferred shall be divided between the assignor and the assignee using any one of the following methods as determined by agreement between the assignor and assignee: (i) ratably on the basis of the number of days in such year before, and the number of days on and after, the execution by the assignee of this Agreement, or (ii) by dividing the Partnership fiscal year into two segments, the first segment being the time period in such year before the execution by the assignee of this Agreement and the second segment being the time period in such year beginning on the date of execution of this Agreement, and allocating profits and losses, Net Cash Flow, and all cash proceeds distributable in each such segment among the persons who were Partners during that segment, or (iii) such other method as provided by the Code or regulations thereunder. The Partnership shall, subject to the limitations set forth in the Chapter 121A Regulatory Agreement, any applicable limitation on the distribution of Surplus Cash and any required approval by HUD and/or the Lender, distribute Surplus Cash not less frequently than annually in the manner provided in Section 11.01(a). In the event there is a determination that there is any original issue discount or imputed interest attributable to the Capital Contribution of any Partner, or any loan between a Partner and the Partnership, any income or deduction of the Partnership attributable to such imputed interest or original issue discount on such Capital Contribution or loan (whether stated or unstated) shall be allocated solely to such Partner. In the event that the deduction of all or a portion of any fee paid or incurred by the Partnership to a Partner or an Affiliate of a Partner is disallowed for federal income tax purposes by the Internal Revenue Service with respect to a taxable year of the Partnership, the Partnership shall then allocate to such Partner an amount of gross income of the Partnership for such year equal to the amount of such fee as to which the deduction is disallowed. If any Partner's Interest in the Partnership is reduced but not eliminated because of the admission of new Partners or otherwise, or if any Partner is treated as receiving any items of property described in Section 751(a) of the Code, the Partner's Interest in such items of Section 751(a) property that was property of the Partnership while such Person was a Partner shall not be reduced, but shall be retained by the Partner so long as the Partner has an Interest in the Partnership and so long as the Partnership has an Interest in such property.

Allocation of Profits, Losses, Credits and Cash Distributions. (a) All profits, losses and credits, except those gains and losses referred to in Sections 11.03 and 11.10, shall be allocated one percent per cent (1%) to the General Partner Partner, and ninety-nine percent per cent (99%) in the aggregate to the Investment PartnershipPartnerships (45% thereof to BCTC IV, and 55% thereof to BCCTC IV); provided, however, that all losses, if any, in excess of the losses projected in the Partnership Projections prepared on behalf of the Investment Partnership Partnerships and agreed to by the Partners as of the Initial Closing, shall be allocated to the General Partner. Subject to Lender approval, if required, Net Cash Flow shall be applied and/or distributed in the following priority: (i) payment on account of the Development Fee pursuant to Section 8.10(a), until the Development Fee is paid in full; (ii) payment to LRMC of all sums currently due and payable with respect to the Second Third Loan; (iii) payment to the Lender of all sums currently due and payable with respect to the Second Fourth Mortgage Loan; (iiiv) repayment payment of any amounts due with respect to any Subordinated Loans; (iiiv) payment of the Incentive Partnership Management Fee for the current year pursuant to Section 8.11; and (ivvi) of any remaining sum, sixty fifty per cent (6050%) thereof to the General Partner, and forty fifty per cent (4050%) thereof in the aggregate to the Investment PartnershipPartnerships (45% thereof to BCTC IV, and 55% thereof to BCCTC IV); provided, however, that during such time as HUD Lender regulations are applicable to the Apartment Complex, the total amount of Net Cash Flow which may be so distributed to the Partners with respect to any fiscal year shall not exceed such amounts as HUD Lender regulations permit to be distributed. . (b) In any year in which a Partner sells, assigns or transfers all or any portion of an Interest to any Person who during such year is admitted as a substitute Partner, the share of all profits and losses allocated to, and of all Net Cash Flow and of all cash proceeds distributable under Section 11.04 distributed to, all Partners which is attributable to the Interest sold, assigned or transferred shall be divided between the assignor and the assignee using any one of the following methods as determined by agreement between the assignor and assignee: (i) ratably on the basis of the number of days in such year before, and the number of days on and after, the execution by the assignee of this Agreement, or (ii) by dividing the Partnership fiscal year into two segments, the first segment being the time period in such year before the execution by the assignee of this Agreement and the second segment being the time period in such year beginning on the date of execution of this Agreement, and allocating profits and losses, Net Cash Flow, and all cash proceeds distributable in each such segment among the persons who were Partners during that segment, or (iii) such other method as provided by the Code or regulations thereunder. . (c) The Partnership shall, subject to the limitations set forth in the Chapter 121A Regulatory Agreement, any applicable limitation on the distribution of Surplus Cash and any required approval by HUD and/or the Lender, distribute Surplus Cash not less frequently than annually in the manner provided in Section 11.01(a). . (d) In the event there is a determination that there is any original issue discount or imputed interest attributable to the Capital Contribution of any Partner, or any loan between a Partner and the Partnership, any income or deduction of the Partnership attributable to such imputed interest or original issue discount on such Capital Contribution or loan (whether stated or unstated) shall be allocated solely to such Partner. . (e) In the event that the deduction of all or a portion of any fee paid or incurred by the Partnership to a Partner or an Affiliate of a Partner is disallowed for federal income tax purposes by the Internal Revenue Service with respect to a taxable year of the Partnership, the Partnership shall then allocate to such Partner an amount of gross income of the Partnership for such year equal to the amount of such fee as to which the deduction is disallowed. . (f) If any Partner's Interest in the Partnership is reduced but not eliminated because of the admission of new Partners or otherwise, or if any Partner is treated as receiving any items of property described in Section 751(a) of the Code, the Partner's Interest in such items of Section 751(a) property that was property of the Partnership while such Person was a Partner shall not be reduced, but shall be retained by the Partner so long as the Partner has an Interest in the Partnership and so long as the Partnership has an Interest in such property.

Allocation of Profits, Losses, Credits and Cash Distributions. All profits(a) After application of Section 11.10, losses all Operating Profits and creditsOperating Losses, except those gains and losses referred to in Sections 11.03 Section 11.3, and 11.10, all credits (including the Tax Credits) shall be allocated one percent among the Members in accordance with their Percentage Interests as set forth in Section 5.1. (1%b) to the General Partner and ninety-nine percent (99%) to the Investment Partnership; provided, however, that all losses, if any, in excess of the losses projected in the Partnership Projections prepared on behalf of the Investment Partnership and agreed to by the Partners as of the Initial Closing, shall be allocated to the General Partner. Subject to Lender approval, if required, All Net Cash Flow available for distribution shall be applied and/or distributed in the following priority: paid as follows: (i) payment to the Second Lender each Investor Member of all sums currently due and payable with respect to the Second Loan; any outstanding Capital Contribution Adjustments; (ii) repayment of to each Investor Member for any amounts due with respect to any Subordinated IM Loans; ; (iii) to the payment of the Incentive Partnership Management Fee for the current year pursuant to Section 8.11; and Priority Return plus any accrued but unpaid Distribution Shortfall; (iv) to the funding of the required Reserves; (v) intentionally omitted; (vi) 90% of any remaining sumbalance, sixty per cent (60%) thereof to the General Partner, and forty per cent payment of any Operating Deficit Loans until paid in full; (40%vii) thereof the balance to the Investment Partnership; provided, however, that during such time as HUD regulations are applicable to the Apartment Complex, the total amount of Net Cash Flow which may be so distributed to the Partners Members in accordance with respect to any fiscal year shall not exceed such amounts as HUD regulations permit to be distributed. their Percentage Interests. (c) In any year in which a Partner Member sells, assigns or transfers all or any portion of an Interest to any Person who during such year is admitted as a substitute PartnerMember, the share of all profits and losses Profits or Losses allocated to, and of all Net Cash Flow and of all cash proceeds distributable under Section 11.04 11.4 distributed to, all Partners Members which is attributable to the Interest sold, assigned or transferred shall be divided between allocated and distributed to the assignee from and after the first day of the calendar month following the month in which the assignee executes this Agreement; provided, however, that the assignor and the assignee using any one may, by agreement, make special provisions for the allocation of items of Profits or Losses, deduction or credit as may from time to time be permitted under the following methods Code, and for the distributions of Net Cash Flow and the proceeds of Capital Transactions, but such allocation shall be binding as determined by agreement between to the Company only after it shall have received Notice thereof from the assignor and assignee: . (id) ratably on the basis of the number of days in such year before, and the number of days on and after, the execution by the assignee of this Agreement, or (ii) by dividing the Partnership fiscal year into two segments, the first segment being the time period in such year before the execution by the assignee of this Agreement and the second segment being the time period in such year beginning on the date of execution of this Agreement, and allocating profits and losses, The Company shall distribute Net Cash Flow, and all cash proceeds distributable in each such segment among the persons who were Partners during that segment, or (iii) such other method as provided by the Code or regulations thereunder. The Partnership shall, subject to the limitations set forth in the Chapter 121A Regulatory Agreement, any applicable limitation on the distribution of Surplus Cash and any required approval by HUD and/or the Lender, distribute Surplus Cash not less frequently than Flow annually in the manner provided in Section 11.01(a). this Agreement within 90 days after the end of each Company Fiscal Year. (e) In the event that there is a determination that there is any original issue discount discount, imputed interest or imputed stated interest attributable to the Capital Contribution of any PartnerMember, or any loan between a Partner Member and the PartnershipCompany, any income or deduction of the Partnership Company attributable to such imputed interest, stated interest or original issue discount on such Capital Contribution or loan (whether stated or unstated) shall be allocated solely to such Partner. In Member. (f) Notwithstanding anything to the event that contrary in this Agreement, prior to any distributions to the deduction other Members, or the use of all or insurance proceeds for purposes of rebuilding the Property, to the extent there is a portion of any fee paid or incurred by the Partnership to a Partner or an Affiliate of a Partner is disallowed for federal income tax purposes by the Internal Revenue Service with respect to a taxable year casualty loss of the PartnershipProperty resulting in a Recapture Event, the Partnership each Investor Member shall then allocate to such Partner receive a special distribution of insurance proceeds in an amount of gross income of the Partnership for such year equal to the amount of such fee as to which the deduction is disallowed. Recapture Adjustment Amount. (g) If any Partner's Member’s Interest in the Partnership Company is reduced but not eliminated because of the admission of new Partners Members or otherwise, or if any Partner Member is treated as receiving any items of property described in Section 751(a) of the Code, the Partner's Member’s Interest in such items of Section 751(a) property that was property of the Partnership Company while such Person was a Partner Member shall not be reduced, but shall be retained by the Partner Member so long as the Partner Member has an Interest in the Partnership Company and so long as the Partnership Company has an Interest interest in such property. (h) In accordance with Section 704(c) of the Code (relating to allocations with respect to appreciated contributed property) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall be allocated, solely for tax purposes, among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value. Any elections or other decisions relating to such allocations shall be made by the Managing Member in any manner that reasonably reflects the purpose and intention of this Agreement. (i) No distributions or return of Capital Contributions shall be made and paid from Company assets if, after the distribution or return of contribution is made, either: (i) the Company would be insolvent, or (ii) the net assets of the Company would be less than zero.

Allocation of Profits, Losses, Credits and Cash Distributions. All profits(a) Prior to the Flip Date, losses after application of Section 11.10, all Operating Profits and creditsOperating Losses, except those gains and losses referred to in Sections 11.03 Section 11.03, and 11.10, all Tax Credits shall be allocated one percent (1%) to among the General Partner and ninety-nine percent (99%) to the Investment Partnership; Members in accordance with their Percentage Interests, provided, however, that at such time as the Investor Member’s Capital Account has been reduced to an amount equal to four times the annual Tax Credit basis reduction (after taking into account all losses, if any, in excess of Cash Flow distributions and Tax Credit basis reductions for such year) all Operating Losses incurred thereafter until the losses projected in the Partnership Projections prepared on behalf of the Investment Partnership and agreed to by the Partners as of the Initial Closing, Flip Date shall be allocated to the General Partner. Subject Managing Member. (b) On and following the Flip Date, after application of Section 11.10, all Operating Profits and Operating Losses, except those gains and losses referred to Lender approvalin Section 11.03, if required, Net Cash Flow and all Tax Credits shall be applied and/or distributed allocated among the Members in the following priority: accordance with Residual Percentage Interests. (ic) payment to the Second Lender of all sums currently due and payable with respect to the Second Loan; (ii) repayment of any amounts due with respect to any Subordinated Loans; (iii) payment of the Incentive Partnership Management Fee for the current year pursuant to Section 8.11; and (iv) of any remaining sum, sixty per cent (60%) thereof to the General Partner, and forty per cent (40%) thereof to the Investment Partnership; provided, however, that during such time as HUD regulations are applicable to the Apartment Complex, the total amount of Net Cash Flow which may be so distributed to the Partners with respect to any fiscal year shall not exceed such amounts as HUD regulations permit to be distributed. In any year in which a Partner Member sells, assigns or transfers all or any portion of an Interest to any Person who during such year is admitted as a substitute PartnerMember, the share of all profits and losses Profits or Losses allocated to, and of all Net Cash Flow and of all cash proceeds distributable under Section 11.04 distributed to, all Partners Members which is attributable to the Interest sold, assigned or transferred shall be divided between allocated and distributed to the assignee from and after the first day of the calendar month following the month in which the assignee executes this Agreement; provided, however, that the assignor and the assignee using any one may, by agreement, make special provisions for the allocation of items of Profits or Losses, deduction or credit as may from time to time be permitted under the following methods Code, and for the distributions of Net Cash Flow and the proceeds of Capital Transactions, but such allocation shall be binding as determined by agreement between to the Company only after it shall have received Notice thereof from the assignor and assignee: . (id) ratably on the basis of the number of days in such year before, and the number of days on and after, the execution by the assignee of this Agreement, or (ii) by dividing the Partnership fiscal year into two segments, the first segment being the time period in such year before the execution by the assignee of this Agreement and the second segment being the time period in such year beginning on the date of execution of this Agreement, and allocating profits and losses, Net Cash Flow, and all cash proceeds distributable in each such segment among the persons who were Partners during that segment, or (iii) such other method as provided by the Code or regulations thereunder. The Partnership Company shall, subject to the limitations set forth in the Chapter 121A Regulatory Agreement, any applicable limitation on the distribution of Surplus Cash and any required approval by HUD and/or the Lender, distribute Surplus Net Cash not less frequently than annually Flow quarterly in the manner provided in this Agreement after the reports specified in Section 11.01(a)13.04(b) have been received and reviewed by the Investor Member. In particular, the Company shall distribute Net Cash Flow, following the funding of reserves, if any, pursuant to Section 8.19: (i) Prior to the Flip Date to the Members as follows: (A) 75% to the Investor Member first to the repayment of any Subordinated Loans made by the Investor Member and then as a distribution, and (B) 25% to the Managing Member first to repay any amounts owed under the Development Agreement, then to repay any Operating Deficit Loans and/or Subordinated Loans made by the Managing Member and then as a distribution, provided, however, the Investor Member’s share of Net Cash Flow shall, to the extent necessary, increase (and the Managing Member’s share shall correspondingly decrease) in an amount necessary for the Investor Member to receive cash flow in the amount set forth in the Projections for such year; and (ii) On and following the Flip Date, to the Members as follows: 5% to the Investor Member and 95% to the Managing Member. (e) In the event that there is a determination that there is any original issue discount discount, imputed interest or imputed stated interest attributable to the Capital Contribution of any PartnerMember, or any loan between a Partner Member and the PartnershipCompany, any income or deduction of the Partnership Company attributable to such imputed interest, stated interest or original issue discount on such Capital Contribution or loan (whether stated or unstated) shall be allocated solely to such Partner. In the event that the deduction of all or a portion of any fee paid or incurred by the Partnership to a Partner or an Affiliate of a Partner is disallowed for federal income tax purposes by the Internal Revenue Service with respect to a taxable year of the Partnership, the Partnership shall then allocate to such Partner an amount of gross income of the Partnership for such year equal to the amount of such fee as to which the deduction is disallowed. Member. (f) If any Partner's Member’s Interest in the Partnership Company is reduced but not eliminated because of the admission of new Partners Members or otherwise, or if any Partner Member is treated as receiving any items of property described in Section 751(a) of the Code, the Partner's Member’s Interest in such items of Section 751(a) property that was property of the Partnership Company while such Person was a Partner Member shall not be reduced, but shall be retained by the Partner Member so long as the Partner Member has an Interest in the Partnership Company and so long as the Partnership Company has an Interest in such property. (g) In accordance with Section 704(c) of the Code (relating to allocations with respect to appreciated contributed property) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall be allocated, solely for tax purposes, among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value. Any elections or other decisions relating to such allocations shall be made by the Managing Member in any manner that reasonably reflects the purpose and intention of this Agreement. (h) In the event that the Managing Member makes any Operating Deficit Loans pursuant to Section 8.09(b), any deductions or losses of the Company attributable to the use of those funds shall be specially allocated to the Managing Member. (i) Notwithstanding anything herein to the contrary, if the Investor Member receives Net Cash Flow in any year less than the amount projected for such year as set forth in the Projections (any such shortfall being referred to as the “Annual Cash Deficiency”), then the Managing Member shall use best efforts to cause the Company to sell RECs (then held by the Company) to a third party for an amount sufficient to distribute to the Investor Member proceeds equal to such Annual Cash Deficiency. Upon receipt of any such sale proceeds, the Company shall make a distribution to the Investor Member up to an amount equal to the Annual Cash Deficiency. Any proceeds received by the Company in excess of the Annual Cash Deficiency shall be distributed to the Managing Member.