Common use of Special Allocation Provisions Clause in Contracts

Special Allocation Provisions. Notwithstanding anything to the contrary contained herein: A. Nonrecourse Deductions shall be allocated 98.99% to Investor Limited Partner, 0.01% to Special Limited Partner, and 1% to General Partner. B. Partner Nonrecourse Deductions shall be allocated to and among the Partners in the manner provided in the Allocation Regulations. C. Subject to the provisions of Section 6.5R, if there is a net decrease in Partnership Minimum Gain for a Partnership Fiscal Year, the Partners shall be allocated items of Partnership income and gain in accordance with the provisions of Section 1.704-2(f) of the Allocation Regulations. D. Subject to the provisions of Section 6.5R, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain for a Partnership Fiscal Year, then any Partner with a Share of such Partner Nonrecourse Debt Minimum Gain shall be allocated items of Partnership income and gain in accordance with the provisions of Section 1.704-2(i)(4) of the Allocation Regulations. E. Subject to the provisions of Sections 6.5A through 6.5D, in the event that any Limited Partner (who is not also a General Partner) unexpectedly receives any adjustments, allocations or distributions described in Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Allocation Regulations, items of Partnership income and gain shall be specially allocated to each such Limited Partner in an amount and manner sufficient to eliminate, to the extent required by the Allocation Regulations, the Adjusted Capital Account Deficit of such Limited Partner as quickly as possible. This Section 6.5E is intended to constitute a "qualified income offset" provision within the meaning of the Allocation Regulations and shall be interpreted consistently therewith. F. Subject to the provisions of Sections 6.5A through 6.5E, in no event shall the Limited Partner be allocated Losses which would cause the Limited Partner to have an Adjusted Capital Account Deficit as of the end of any Partnership Fiscal Year. Any Losses which are not allocated to a Limited Partner by reason of the application of the provisions of this Section 6.5F shall be allocated to General Partner. G. Subject to the provisions of Sections 6.5A through 6.5F, in the event that any Limited Partner (who is not also a General Partner) has an Adjusted Capital Account Deficit at the end of any Partnership Fiscal Year, items of Partnership income and gain shall be specially allocated to each such Limited Partner in the amount of such Adjusted Capital Account Deficit as quickly as possible. H. Without limiting the generality of Section 6.5B, if the Partnership incurs recourse obligations to fund the payment of deductible items which are not anticipated to be paid in the ordinary course of business (such obligations and losses being referred to herein collectively as "Excess Expenses") in respect of any Fiscal Year, then the calculation and allocation of Profits and Losses shall be adjusted as follows: first, an amount of deductions equal to such Excess Expenses for the Fiscal Year in question shall be allocated to General Partner; and second, the balance of such deductions and all items of gross income shall be allocated as provided in Section 6.

Special Allocation Provisions. Notwithstanding anything to the contrary contained herein: A. Nonrecourse Deductions shall be allocated 98.9999.9% to the Investor Limited Partner, 0.01Member and 0.1% to Special Limited Partner, and 1% to General Partnerthe Managing Member. B. Partner Nonrecourse Deductions shall be allocated to and among the Partners Members in the manner provided in the Allocation Regulations. C. Subject to the provisions of Section 6.5R6.5Q, if there is a net decrease in Partnership Minimum Gain for a Partnership Company Fiscal Year, the Partners Members shall be allocated items of Partnership Company income and gain in accordance with the provisions of Section 1.704-2(f) of the Allocation Regulations. D. Subject to the provisions of Section 6.5R6.5Q, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain for a Partnership Company Fiscal Year, then any Partner Member with a Share of such Partner Nonrecourse Debt Minimum Gain shall be allocated items of Partnership Company income and gain in accordance with the provisions of Section 1.704-2(i)(4) of the Allocation Regulations. E. Subject to the provisions of Sections 6.5A through 6.5D6.5D above, in the event that any Limited Partner Member (who is not also a General PartnerManaging Member) unexpectedly receives any adjustments, allocations or distributions described in Section 1.704-1(b)(2)(ii)(d)(4l(b)(2)(ii)(d)(4), (5) or (6) of the Allocation Regulations, items of Partnership Company income and gain shall be specially allocated to each such Limited Partner Member in an amount and manner sufficient to eliminate, to the extent required by the Allocation Regulations, the Adjusted Capital Account Deficit of such Limited Partner Member as quickly as possible. This Section 6.5E is intended to constitute a "“qualified income offset" ” provision within the meaning of the Allocation Regulations and shall be interpreted consistently therewith. F. Subject to the provisions of Sections 6.5A through 6.5E6.5E above, in no event shall the Limited Partner any Member be allocated Losses which would cause the Limited Partner it to have an Adjusted Capital Account Deficit as of the end of any Partnership Company Fiscal Year. Any Losses which are not allocated to a Limited Partner Member by reason of the application of the provisions of this Section 6.5F shall be allocated to General Partnerthe other Members (to the extent otherwise permitted under the terms of this Section 6.5). G. Subject to the provisions of Sections 6.5A through 6.5F6.5F above, in the event that any Limited Partner (who is not also a General Partner) Member has an Adjusted Capital Account Deficit at the end of any Partnership Company Fiscal Year, items of Partnership Company income and gain shall be specially allocated to each such Limited Partner Member in the amount of such Adjusted Capital Account Deficit as quickly as possible. H. Without limiting In accordance with Code Section 704(c) and the generality Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated 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 initial Gross Asset Value. In the event that the Gross Asset Value of any Company Property is adjusted pursuant to the terms of this Agreement, 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 6.5B704(c) and the Treasury Regulations thereunder. 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. Allocations pursuant to this Section 6.5H are solely for purposes of federal, if state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. I. Syndication Expenses for any Fiscal Year or other period shall be specially allocated to the Partnership incurs recourse obligations Investor Member. J. For purposes of determining the Profits, Losses, Tax Credits or any other items allocable to fund any period, Profits, Losses, Tax Credits and any such other items shall be determined on a daily, monthly, or other basis, as determined by the payment of deductible items Managing Member using any permissible method under Code Section 706 and the Treasury Regulations thereunder. K. To the extent that interest on loans (or other advances which are not anticipated deemed to be loans) made by any Member to the Company is determined to be deductible by the Company in excess of the amount of interest actually paid by the Company, such additional interest deduction(s) shall be allocated solely to such Member. L. Except as otherwise specifically provided in this Section 6, all Profits, Losses and Tax Credits allocated to each class of Members shall be shared by the respective Members in such class in the ordinary course ratio which the paid-in Capital Contribution of business (each Member in such obligations class bears to the aggregate paid-in Capital Contributions of all Members in such class. M. For purposes of determining each Member’s proportionate share of the excess Nonrecourse Liabilities of the Company pursuant to Section 1.752-3(a)(3) of the Allocation Regulations, the Investor Member shall be deemed to have a 99.9% interest in Profits and losses being referred the Managing Member shall be deemed to herein collectively as "Excess Expenses") have a 0.1% interest in respect Profits. N. Any recapture of any Fiscal Year, then the calculation and allocation of Profits and Losses shall be adjusted as follows: first, an amount of deductions equal to such Excess Expenses for the Fiscal Year in question Tax Credit shall be allocated to General Partner; and secondamong the Members in the same manner in which the Members shared such Tax Credit. O. In the event that the adjusted tax basis of any investment credit property that has been placed in service by the Company is increased pursuant to Section 50(c) of the Code, such increase shall be allocated among the Members (as an item in the nature of income or gain) in the same proportions as the investment tax credit that is recaptured with respect to such property is shared among the Members. Any reduction in the adjusted tax basis (or cost) of Company investment credit property pursuant to Section 50(c) of the Code shall be allocated among the Members (as an item in the nature of expenses or losses) in the same proportions as the basis (or cost) of such property is allocated pursuant to Treasury Regulation Section 1.46-3(f)(2)(i). P. The basis (or cost) of any Company investment credit property shall be allocated to and among the Members in accordance with Treasury Regulation Section 1.46-3(f)(2)(i). All Tax Credits shall be allocated to and among the Members in accordance with the applicable provisions of the Code. Q. If for any Fiscal Year the application of the minimum gain chargeback provisions of Section 6.5C or Section 6.5D would cause a distortion in the economic arrangement among the Members and it is not expected that the Company will have sufficient other income to correct that distortion, the balance Managing Member may request a waiver from the Commissioner of the IRS of the application in whole or in part of Section 6.5C or Section 6.5D in accordance with Section 1.704-2(f)(4) of the Allocation Regulations. Furthermore, if additional exceptions to the minimum gain chargeback requirements of the Allocation Regulations have been provided through revenue rulings or other IRS pronouncements, the Managing Member is authorized to cause the Company to take advantage of such deductions and exceptions if to do so would be in the best interest of a majority in interest of the Members. R. Any cancellation of debt income realized by the Company shall be allocated to the Members in the same proportions as the debt which was discharged was included in each Member’s tax basis in accordance with the applicable provisions of the Allocation Regulations. S. Except as otherwise specifically provided in this Agreement, all items of gross income Company income, gain, loss, deduction and other items not specifically provided for shall be allocated to and among the Members in the same manner as provided Profits and Losses are allocated pursuant to the provisions of Section 6.1. Allocations pursuant to this Section 6.5S are solely for purposes of federal, state and local taxes and shall not affect, or in Section 6any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, Tax Credits or Distributions pursuant to any other provisions of this Agreement.

Special Allocation Provisions. Notwithstanding anything to the contrary contained herein: A. Nonrecourse Deductions shall be allocated 98.99% ninety nine (99%) percent to the Investor Limited Partner, 0.01% Partner and one (1%) percent to Special Limited Partner, and 1% to the General Partner. B. Partner Nonrecourse Deductions shall be allocated to and among the Partners in the manner provided in the Allocation Regulations. C. Subject to the provisions of Section 6.5R, if there is a net decrease in Partnership Minimum Gain for a Partnership Fiscal Year, the Partners shall be allocated items of Partnership income and gain in accordance with the provisions of Section 1.704-2(f) of the Allocation Regulations. D. Subject to the provisions of Section 6.5R, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain for a Partnership Fiscal Year, then any Partner with a Share of such Partner Nonrecourse Debt Minimum Gain shall be allocated items of Partnership income and gain in accordance with the provisions of Section 1.704-2(i)(4) of the Allocation Regulations. E. Subject to the provisions of Sections 6.5A through 6.5D6.5D above, in the event that any Limited Partner (who is not also a General Partner) unexpectedly receives any adjustments, allocations or distributions described in Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Allocation Regulations, items of Partnership income and gain shall be specially allocated to each such Limited Partner in an amount and manner sufficient to eliminate, to the extent required by the Allocation Regulations, the Adjusted Capital Account Deficit of such Limited Partner as quickly as possible. This Section 6.5E is intended to constitute a "qualified income offset" provision within the meaning of the Allocation Regulations and shall be interpreted consistently therewith. F. Subject to the provisions of Sections 6.5A through 6.5E6.5E above, in no event shall the Limited Partner be allocated Losses which would cause the Limited Partner him to have an Adjusted Capital Account Deficit as of the end of any Partnership Fiscal Year. Any Losses which are not allocated to a Limited Partner by reason of the application of the provisions of this Section 6.5F shall be allocated to the General Partner. G. Subject to the provisions of Sections 6.5A through 6.5F6.5F above, in the event that any Limited Partner (who is not also a General Partner) has an Adjusted Capital Account Deficit at the end of any Partnership Fiscal Year, items of Partnership income and gain shall be specially allocated to each such Limited Partner in the amount of such Adjusted Capital Account Deficit as quickly as possible. H. Without limiting the generality of Section 6.5B6.5B above, (i) if the General Partner makes Project Expense Loans or (ii) if the Partnership incurs recourse obligations to fund the payment of deductible items which are not anticipated to be paid in the ordinary course of business (such Project Expense Loans, obligations and losses under clauses (i), and (ii) being referred to herein collectively as "Excess Expenses") in respect of any Fiscal Year, then the calculation and allocation of Profits and Losses shall be adjusted as follows: first, an amount of deductions equal to such Excess Expenses for the Fiscal Year in question shall be allocated to the General Partner; and second, the balance of such deductions and all items of gross income shall be allocated as provided in Section 6.