Profits, Losses and Distributive Shares of Tax Items. The Company's net income or net loss, as the case may be, for each fiscal year of the Company or part thereof, as determined in accordance with such method of accounting as may be adopted for the Company pursuant to Article VI hereof, shall be allocated to the Members for both financial accounting and income tax purposes as set forth in this Article IV, except as otherwise provided for herein or unless decided otherwise by the Voting Member Majority.

Profits, Losses and Distributive Shares of Tax Items. The Partnership’s net income or net loss, as the case may be, for each fiscal year of the Partnership, as determined in accordance with such method of accounting as may be adopted for the Partnership pursuant to Article VIII hereof, shall be allocated to the Partners for both financial accounting and income tax purposes as set forth in this Article VI, except as otherwise provided for herein or unless all Partners hereto agree otherwise.

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Profits, Losses and Distributive Shares of Tax Items. Except as otherwise provided in Sections 5.04 and 5.06, Profits and Losses for any taxable year or other period shall be allocated among the Members to the extent necessary to cause the Capital Account balance of each Member (determined after reflection therein of allocations for such period under Section 5.04 or Section 5.06 to equal the amounts distributed to such Member for such year under Sections 6.01 and 6.02, as applicable, and the additional amount that would be distributable to such Member under Article 6 hereof if, at the time of the allocation pursuant to this Section 5.01, all payments then due and payable to the Company from each Member were made, and the Company sold all of its remaining assets for an amount equal to their respective Gross Asset Values (i.e., for an amount such that no additional Profits or Losses are generated under clause (iii) of the definition of “Profits” and “Losses”), repaid all Company liabilities (limited, in the case of non-recourse liabilities to the Gross Asset Value of the property securing such liability) and distributed all remaining proceeds, together with amounts held in reserve account, among the Members in accordance with Article 6 on the last day of such taxable year.

Profits, Losses and Distributive Shares of Tax Items. (a) Profits (other than from Capital Transactions). Except as otherwise provided in Sections 9.3(d), 9.3(e) and 9.3(f), and except as otherwise provided in Article 10 (relating to allocation of Profits upon dissolution), Profits for any taxable year (other than those arising from a Capital Transaction) shall be allocated to the Partners in the following manner: (1) first, to the Partners in proportion to distributions of Default Preferred Returns made to the Partners during such taxable year until the Partners have been allocated an amount under this Section 9.3(a)(1) equal to amounts distributed during such taxable year to the Partners pursuant to Section 8.1(a); (2) next, to the Partners in proportion to distributions of Preferred Return on their Additional Capital Contributions made to the Partners during such taxable year until the Partners have been allocated a cumulative amount under this Section 9.3(a)(2) equal to amounts distributed during such taxable year to the Partners pursuant to Section 8.1(b); (3) next, to the Partners in proportion to distributions made to the Partners during such taxable year of Preferred Return on their Initial Capital Contributions, until the Partners have been allocated an amount under this Section 9.3(a)(3) equal to amounts distributed to the Partners pursuant to Sections 8.1(c) and 8.1(d); (4) next, to Preferred Partner until it has been allocated an amount under this Section 9.3(a)(4) equal to amounts distributed to Preferred Partner during such calendar year pursuant to Section 8.1(e); and (5) next, to the Partners in accordance with their respective Sharing Ratios. (b) Profits (from Capital Transactions). Except as otherwise provided in Sections 9.3(c), 9.3(d), 9.3(e) and 9.3(f), and except as otherwise provided in Article 10 (relating to allocation of Profits upon dissolution), Profits for any taxable year arising from a Capital Transaction shall be allocated to the Partners in the following manner: (1) first, to the Partners in proportion to their respective Default Preferred Returns distributed to the Partners during such taxable year until they have been allocated an amount under this Section 9.3(b)(1) equal to amounts distributed during such taxable year to the Partners pursuant to Section 8.2(a); (2) next, to the Partners in proportion to their respective Preferred Return on their respective Additional Capital Contributions distributed to the Partners during such taxable year until they have been allocated an...

Profits, Losses and Distributive Shares of Tax Items. For purposes of this Agreement, the Partnership's Net Profit or Net Loss, as the case may be, for each taxable year of the Partnership shall be an amount equal to the Partnership's taxable income or loss for such year as determined under Internal Revenue Code ("I.R.C.") ss.703(a), except that (i) such Net Profit or Net Loss shall be computed as if items of tax-exempt income and nondeductible, noncapital expenditures (under I.R.C. ss.ss.705(a)(1)(B) and 705(a)(2)(B)) realized and incurred by the Partnership during such taxable year were included in the computation of taxable income or loss, (ii) Book Depreciation (as hereinafter defined) for such year shall be taken into account in computing such taxable income or taxable loss in lieu of any

Profits, Losses and Distributive Shares of Tax Items. Profits and losses of the Partnership for any fiscal year will be determined in accordance with the requirements of the Code and the Treasury Regulations promulgated thereunder as interpreted by the General Partner and shall be allocated to the Partners in accordance with their respective Percentage Interests.

Profits, Losses and Distributive Shares of Tax Items. (a) Except as provided in Sections 6.3(b) and the Code, all items of income, gain, loss, deduction, and credit shall be allocated among the Members, in a manner such that if the Company were dissolved, its affairs wound up and its assets distributed to the Members in accordance with their respective Capital Account balances immediately after making such allocation, such distributions would, as nearly as possible, be equal to the distributions that would be made pursuant to Section 10.2(a) hereof, provided, however, that in the event of a distribution (that includes assets, other than cash), the Capital Accounts shall be adjusted to reflect the net value of any property distributed in such distribution and the Capital Accounts shall be adjusted to reflect the manner in which unrealized income, gain, loss, and deduction inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Members if there were a taxable disposition of such property for the net value of such property on the distribution date; provided further that any Partner Nonrecourse Deductions must be allocated in accordance with the provisions of Code Section 1.704-2(b). (b) Notwithstanding any provision set forth in this Section 6.3, no item of deduction or loss shall be allocated to a Member to the extent the allocation would cause a negative balance in such Member's Capital Account (after taking into account any allocations of loss and deduction reasonably expected to be made during such fiscal year to such Member and any distributions reasonably expected to be made during such fiscal year to the extent they exceed offsetting increases to such Member's Capital Account) that exceeds the amount that such Member would be required to reimburse (and deemed required to reimburse) to the Company pursuant to this Agreement or under applicable law. In the event some but not all of the Members would have such excess Capital Account deficits as a consequence of such an allocation of loss or deduction, the limitation set forth in this Section 6.3(b) shall be applied on a Member by Member basis so as to allocate the maximum permissible deduction or loss to each Member as reasonably determined by the Members in their sole discretion. All deductions and losses in excess of the limitations set forth in this Section 6.3(b) shall be allocated by the Company upon the advice of tax counsel. In the event any loss or deduction shall be specially allocated ...

Profits, Losses and Distributive Shares of Tax Items. Allocations of Profits and Losses. (a) Allocations of Profits and Losses. Except as otherwise provided in this Agreement, and after taking into account any allocations under Sections 4.(b) and 4.(c), Profits and Losses of the Company shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made to such Member pursuant to Section 8.3 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Gross Asset Value, all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and the net assets of the Company were distributed in accordance with Section 8.3 and to the Members immediately after making such allocation, minus (ii) such Member's share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets.

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