Common use of Special Allocation Rules Clause in Contracts

Special Allocation Rules. (a) For purposes of this Agreement, a loss or allocation (or item thereof) is attributable to non-recourse debt which is secured by Partnership property to the extent of the excess of the outstanding principal balance of such debt (excluding any portion of such principal balance which would not be treated as an amount realized under Internal Revenue Code Section 1001 and Paragraph (a) of Section 1.1001-2 if such debt were foreclosed upon over the adjusted basis of such property. This excess is herein defined as "Minimum Gain (whether taxable as capital gain or as ordinary income) as more explicitly set forth in Treasury Regulation T.704 l(b)(4)(iv)(c). Notwithstanding any other provision of Article V, the allocation of loss or deduction (or item thereof, attributable to non-recourse debt which is secured by Partnership property will be allowed only to the extent that such allocation does not cause the sum of the deficit capital account balances of the Limited Partners receiving such allocations to exceed the minimum gain determined at the end of the Partnership able year to which the allocations relate. The balance of such losses shall be allocated to the General Partners. Any Limited Partner with a deficit capital account balance resulting in whole or in part from allocations of loss or deduction (or item thereof) attributable to non-recourse debt which is secured by Partnership property shall, to the extent possible, be allocated income or gain (or item thereof) in an amount not less than the minimum gain at a time no later than the time at which the minimum gain is reduced below the sum if such deficit capital account balances. This section is intended and shall be interpreted to comply with the requirements of Treasury Regulation Section 1.704-l(b)(4)(iv)(e). (b) In the event any Limited Partner receives any adjustments, allocations or distributions, not covered by Section 75.4(a), so as to result in a deficit capital account, items of Partnership income and gain shall be specially allocated to such Limited Partners in an amount and manner sufficient to eliminate the deficit balances in their Capital Accounts created by such adjustments, allocations or distributions as quickly as possible. This Section shall operate a qualified income offset as utilized in Treasury Regulation Section 1.704-1(b)(23)(ii)(d). (c) Syndication expenses for any fiscal year or other period shall be specially allocated to the Limited Partners in proportion to their Units, provided that if additional Limited Partners are admitted to the Partnership on different dates, all Syndication Expenses shall be divided among the Persons who own Units from time to time so that, to the extent possible, the cumulative Syndication Expenses allocated with respect to each Unit at any time is the same amount. In the event the General Partners shall determine that such result is not likely to be achieved through future allocations of Syndication Expenses, the General Partners may allocate a portion of Net Income or Losses so as to achieve the same effect on the Capital Accounts of the Unit Holders, notwithstanding any other provision of this Agreement. (d) For purposes of determining the Net Income, Net Losses, or any other items allocable to any period, Net Income, Net Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partners using any permissible method under Code Section 706 and the Treasury Regulations thereunder.

Special Allocation Rules. (a) For purposes of this Agreement, a loss or allocation (or item thereof) is attributable to non-recourse debt which is secured by Partnership property to the extent of the excess of the outstanding principal balance of such debt (excluding any portion of such principal balance which would not be treated as an amount realized under Internal Revenue Code Section 1001 and Paragraph (a) of Section 1.1001-2 if such debt were foreclosed upon over the adjusted basis of such property. This excess is herein defined as "Minimum Gain (whether taxable as capital gain or as ordinary income) as more explicitly set forth in Treasury Regulation T.704 l(b)(4)(iv)(c). Notwithstanding any other provision of Article V, the allocation of loss or deduction (or item thereof, attributable to non-recourse debt which is secured by Partnership property will be allowed only to the extent that such allocation does not cause the sum of the deficit capital account balances of the Limited Partners receiving such allocations to exceed the minimum gain determined at the end of the Partnership able year to which the allocations relate. The balance of such losses shall be allocated to the General Partners. Any Limited Partner with a deficit capital account balance resulting in whole or in part from allocations of loss or deduction (or item thereof) attributable to non-recourse debt which is secured by Partnership property shall, to the extent possible, be allocated income or gain (or item thereof) in an amount not less than the minimum gain at a time no later than the time at which the minimum gain is reduced below the sum if such deficit capital account balances. This section is intended and shall be interpreted to comply with the requirements of Treasury Regulation Section 1.704-l(b)(4)(iv)(e). (b) In the event any Limited Partner receives any adjustments, allocations or distributions, not covered by Section 75.4(a), so as to result in a deficit capital account, items of Partnership income and gain shall be specially allocated to such Limited Partners in an amount and manner sufficient to eliminate the deficit balances in their Capital Accounts created by such adjustments, allocations or distributions as quickly as possible. This Section shall operate a qualified income offset as utilized in Treasury Regulation Section 1.704-1(b)(23)(ii)(d). (c) Syndication expenses for any fiscal year or other period shall be specially allocated to the Limited Partners in proportion to their Units, provided that if additional Limited Partners are admitted to the Partnership on different dates, all Syndication Expenses shall be divided among the Persons who own Units from time to time so that, to the extent possible, the cumulative Syndication Expenses allocated with respect to each Unit at any time is the same amount. In the event the General Partners shall determine that such result is not likely to be achieved through future allocations of Syndication Expenses, the General Partners may allocate a portion of Net Income or Losses so as to achieve the same effect on the Capital Accounts of the Unit Holders, notwithstanding any other provision of this Agreement. (d) For purposes of determining the Net Income, Net Losses, or any other items allocable to any period, Net Income, Net Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partners using any permissible method under Code Section 706 and the Treasury Regulations thereunder. (e) Notwithstanding Section 5.1 and 5.2 hereof, (i) Net Losses allocable to the period prior to the admission of any additional Limited Partners pursuant to Section 4.2(b) and (e) hereof shall be allocated 99% to the General Partners and 1% to the Initial Limited Partner and Net Income during that same period, if any, shall be allocated to the General Partners, and (ii) Profits or Losses allocable to the period commencing with the admission of any additional such Limited Partners and all subsequent periods shall be allocated pursuant to Section 5.1. (f) Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share Net Income or Net Losses, as the case may be, for the year.

Special Allocation Rules. (a) 7.5.1. For purposes of this Agreement, a loss or allocation (or item thereof) is attributable to non-recourse debt which is secured by Partnership Company property to the extent of the excess of the outstanding principal balance of such the debt (excluding any portion of such the principal balance which would not be treated as an amount realized under Internal Revenue Code Section 1001 of the Code and Paragraph (a) of Treasury Regulation Section 1.1001-2 if such the debt were foreclosed upon upon) over the adjusted basis of such the property. This excess is herein defined as called "Minimum Gain Gain" (whether taxable as capital gain or as ordinary income) as more explicitly set forth in Treasury Regulation T.704 l(b)(4)(iv)(cSections 1.704-2(b)(2) and 1.704- 2(d). Notwithstanding any other provision of Article V7, the allocation of loss or deduction (or item thereof, ) attributable to non-recourse debt which is secured by Partnership Company property will be allowed only to the extent that such the allocation does not cause the sum of the deficit capital account Capital Account balances of the Limited Partners Members receiving such the allocations to exceed the minimum gain Minimum Gain determined at the end of the Partnership able Company's taxable year to which the allocations relate. The balance of such the losses shall be allocated to the General PartnersManager. Any Limited Partner Member with a deficit capital account Capital Account balance resulting in whole or in part from allocations of loss or deduction (or item thereof) attributable to non-recourse debt which is secured by Partnership Company property shall, to the extent possible, be allocated income or gain (or item thereof) in an amount not less than the minimum gain Minimum Gain at a time no later than the time at which the minimum gain Minimum Gain is reduced below the sum if such of the deficit capital account Capital Account balances. This section is intended and shall be interpreted to comply with the requirements of Treasury Regulation Section 1.704-l(b)(4)(iv)(e2(f). (b) In the event 7.5.2. If any Limited Partner Member receives any adjustments, allocations or distributions, not covered by Section 75.4(a)Subsection 7.5.1, so as to result in a deficit capital accountCapital Account, items of Partnership Company income and gain shall be specially allocated to such Limited Partners the Members in an amount and manner sufficient to eliminate the deficit balances in their his Capital Accounts Account created by such the adjustments, allocations or distributions as quickly as possible. This Section shall operate constitute a qualified income offset as utilized in under Treasury Regulation Section 1.704-1(b)(23)(ii)(d1(b)(2)(ii). (c) Syndication expenses for any fiscal year or other period shall be specially allocated to the Limited Partners in proportion to their Units, provided that if additional Limited Partners are admitted to the Partnership on different dates, all Syndication Expenses shall be divided among the Persons who own Units from time to time so that, to the extent possible, the cumulative Syndication Expenses allocated with respect to each Unit at any time is the same amount7.5.3. In the event the General Partners shall determine that such result is not likely to be achieved through future allocations of Syndication Expenses, the General Partners may allocate a portion of Net Income or Losses so as to achieve the same effect on the Capital Accounts of the Unit Holders, notwithstanding any other provision of this Agreement. (d) For purposes of determining the Net IncomeProfits, Losses, Net Losses, Income Available for Distribution or any other items allocable to any period, Net Income, Net Losses, and any such these other items shall be determined on a daily, monthly, or other basis, as determined by the General Partners Manager using any permissible method under Code Section 706 of the Code and the Treasury Regulations thereunder.

Special Allocation Rules. (a) 7.5.1 For purposes of this Agreement, a loss or allocation (or item thereof) is attributable to non-recourse debt which is secured by Partnership Company property to the extent of the excess of the outstanding principal balance of such the debt (excluding any portion of such the principal balance which would not be treated as an amount realized under Internal Revenue Code Section 1001 of the Code and Paragraph (a) of Treasury Regulation Section 1.1001-2 if such the debt were foreclosed upon upon) over the adjusted basis of such the property. This excess is herein defined as "called “Minimum Gain Gain” (whether taxable as capital gain or as ordinary income) as more explicitly set forth in Treasury Regulation T.704 l(b)(4)(iv)(cSections 1.704-2(b)(2) and 1.704-2(d). Notwithstanding any other provision of Article V7, the allocation of loss or deduction (or item thereof, ) attributable to non-recourse debt which is secured by Partnership Company property will be allowed only to the extent that such the allocation does not cause the sum of the deficit capital account Capital Account balances of the Limited Partners Members receiving such the allocations to exceed the minimum gain Minimum Gain determined at the end of the Partnership able Company’s taxable year to which the allocations relate. The balance of such the losses shall be allocated to the General PartnersManager. Any Limited Partner Member with a deficit capital account Capital Account balance resulting in whole or in part from allocations of loss or deduction (or item thereof) attributable to non-recourse debt which is secured by Partnership Company property shall, to the extent possible, be allocated income or gain (or item thereof) in an amount not less than the minimum gain Minimum Gain at a time no later than the time at which the minimum gain Minimum Gain is reduced below the sum if such of the deficit capital account Capital Account balances. This section is intended and shall be interpreted to comply with the requirements of Treasury Regulation Section 1.704-l(b)(4)(iv)(e2(f). (b) In the event 7.5.2 If any Limited Partner Member receives any adjustments, allocations or distributions, not covered by Section 75.4(a)Subsection 7.5.1, so as to result in a deficit capital accountCapital Account, items of Partnership Company income and gain shall be specially allocated to such Limited Partners the Members in an amount and manner sufficient to eliminate the deficit balances in their his Capital Accounts Account created by such the adjustments, allocations or distributions as quickly as possible. This Section shall operate constitute a qualified income offset as utilized in under Treasury Regulation Section 1.704-1(b)(23)(ii)(d1(b)(2)(ii). (c) Syndication expenses for any fiscal year or other period shall be specially allocated to the Limited Partners in proportion to their Units, provided that if additional Limited Partners are admitted to the Partnership on different dates, all Syndication Expenses shall be divided among the Persons who own Units from time to time so that, to the extent possible, the cumulative Syndication Expenses allocated with respect to each Unit at any time is the same amount. In the event the General Partners shall determine that such result is not likely to be achieved through future allocations of Syndication Expenses, the General Partners may allocate a portion of Net Income or Losses so as to achieve the same effect on the Capital Accounts of the Unit Holders, notwithstanding any other provision of this Agreement. (d) 7.5.3 For purposes of determining the Net IncomeProfits, Losses, Net Losses, Income Available for Distribution or any other items allocable to any period, Net Income, Net Losses, and any such these other items shall be determined on a daily, monthly, or other basis, as determined by the General Partners Manager using any permissible method under Code Section 706 of the Code and the Treasury Regulations thereunder. 7.5.4 Notwithstanding Sections 7.1 and 7.2 hereof, (i) Net Losses, if any, allocable to the period before the admission of any additional Members under Section 5.2 hereof shall be allocated ninety-nine percent (99.0%) to the Manager and one percent (1.0%) to the Initial Member, and Net Income during that same period, if any, shall be allocated to the Manager, and (ii) Profits or Losses allocable to the period commencing with the admission of any additional Members and all subsequent periods shall be allocated under Section 7.1. 7.5.5 Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Members in the same proportions as they share Net Income or Net Losses, as the case may be, for the year.

Special Allocation Rules. (a) For purposes of this Agreement, a loss or allocation (or item thereof) is attributable to non-recourse debt which is secured by Partnership property to the extent of the excess of the outstanding principal balance of such debt (excluding any portion of such principal balance which would not be treated as an amount realized under Internal Revenue Code Section 1001 and Paragraph (a) of Section 1.1001-2 2) if such debt were foreclosed upon over the adjusted basis of such property. This excess is herein defined as "“Minimum Gain Gain” (whether taxable as capital gain or as ordinary income) as more explicitly set forth in Treasury Regulation T.704 l(b)(4)(iv)(c)1.704-2. Notwithstanding any other provision of Article V5, the allocation of loss or deduction (or item thereof, attributable to non-recourse debt which is secured by Partnership property will be allowed only to the extent that such allocation does not cause the sum of the deficit capital account balances of the Limited Partners receiving such allocations to exceed the minimum gain determined at the end of the Partnership able year to which the allocations relate. The balance of such losses shall be allocated to the General Partners. Any Limited Partner with a deficit capital account balance resulting in whole or in part from allocations of loss or deduction (or item thereof) attributable to non-recourse debt which is secured by Partnership property shall, to the extent possible, be allocated income or gain (or item thereof) in an amount not less than the minimum gain at a time no later than the time at which the minimum gain is reduced below the sum if of such deficit capital account balances. This section is intended and shall be interpreted to comply with the requirements of Treasury Regulation Section 1.704-l(b)(4)(iv)(e2(f). (b) In the event any Limited Partner receives any adjustments, allocations or distributions, not covered by Section 75.4(a5.4(a), so as to result in a deficit capital account, items of Partnership income and gain shall be specially allocated to such Limited Partners in an amount and manner sufficient to eliminate the deficit balances in their Capital Accounts created by such adjustments, allocations or distributions as quickly as possible. This Section shall operate a qualified income offset as utilized in Treasury Regulation Section 1.704-1(b)(23)(ii)(d1(b)(2)(ii)(d). (c) Syndication expenses for any fiscal year or other period shall be specially allocated to the Limited Partners in proportion to their Units, provided that if additional Limited Partners are admitted to the Partnership on different dates, all Syndication Expenses syndication expenses shall be divided among the Persons who own Units from time to time so that, to the extent possible, the cumulative Syndication Expenses allocated with respect to each Unit at any time is the same amount. In the event the General Partners shall determine that such result is not likely to be achieved through future allocations of Syndication Expensessyndication expenses, the General Partners may allocate a portion of Net Income Profits or Losses so as to achieve the same effect on the Capital Accounts of the Unit HoldersLimited Partners, notwithstanding any other provision of this Agreement. (d) For purposes of determining the Net IncomeProfits, Net Losses, or any other items allocable to any period, Net IncomeProfits, Net Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partners using any permissible method under Code Section 706 and the Treasury Regulations thereunder. (e) Notwithstanding Section 5.1 and 5.2 hereof, (i) Net Losses allocable to the period prior to the admission of any additional Limited Partners pursuant to Section 4.2(b) and (e) hereof shall be allocated 99% to the General Partners and 1% to the Initial Limited Partner and Net Profits during that same period, if any, shall be allocated to the General Partners, and (ii) Profits or Losses allocable to the period commencing with the admission of any additional such Limited Partners and all subsequent periods shall be allocated pursuant to Section 5.1. (f) Except as otherwise provided in this Agreement, all items of Partnership profit, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share Net Profits or Net Losses, as the case may be, for the year. (g) The General Partners may adopt any procedure or convention they deem reasonable to account for unsolicited investments made by Limited Partners and the payment of a portion of the Formation Loan to such Partners’ Capital Account.

Special Allocation Rules. (a) For purposes of this Agreement, a loss or allocation (or item thereof) is attributable to non-recourse debt which is secured by Partnership property to the extent of the excess of the outstanding principal balance of such debt (excluding any portion of such principal balance which would not be treated as an amount realized under Internal Revenue Code Section 1001 and Paragraph (a) of Section 1.1001-2 if such debt were foreclosed upon over the adjusted basis of such property. This excess is herein defined as "Minimum Gain (whether taxable as capital gain or as ordinary income) as more explicitly set forth in Treasury Regulation T.704 l(b)(4)(iv)(c). Notwithstanding any other provision of Article V, the allocation of loss or deduction this Agreement: (or item thereof, attributable to nona) Nonrecourse deductions (as defined in Treasury Regulations Section 1.704-recourse debt which is secured by Partnership property will be allowed only to the extent that such allocation does not cause the sum of the deficit capital account balances of the Limited Partners receiving such allocations to exceed the minimum gain determined at the end of the Partnership able 2(c)) for each fiscal year to which the allocations relate. The balance of such losses shall be allocated to the General Partners. Any Limited Partner with a deficit capital account balance resulting Common Members in whole or in part from allocations the ratio of loss or deduction (or item thereof) attributable to non-recourse debt which is secured by Partnership property shall, to the extent possible, be allocated income or gain (or item thereof) in an amount not less than the minimum gain at a time no later than the time at which the minimum gain is reduced below the sum if such deficit capital account balances. This section is intended and shall be interpreted to comply with the requirements of Treasury Regulation Section 1.704-l(b)(4)(iv)(e)their Membership Interests. (b) In Any member nonrecourse deductions (defined in the event any Limited Partner receives any adjustments, allocations or distributions, not covered by same way as “partner nonrecourse deductions” in Treasury Regulations Section 75.4(a1.704-2(i), so as to result in a deficit capital account, items of Partnership income and gain ) for each Fiscal Year shall be specially allocated to the Common Member who bears the economic risk of loss with respect to the member nonrecourse debt (defined in the same way as “partner nonrecourse debt” in Treasury Regulations Section 1.704-2(b)(4)) to which such Limited Partners member nonrecourse deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i)(2). (c) If there is a net decrease in Company minimum gain (calculated in the same way as “partnership minimum gain” in Treasury Regulations Section 1.704-2(b)(2) and 1.704-2(d)) or in minimum gain attributable to member nonrecourse debt (calculated in the same way as “partner nonrecourse debt minimum gain” in Treasury Regulations Section 1.704-2(i)(3)) during a Fiscal Year, the Common Members shall be allocated items of income and gain in accordance with Treasury Regulations Section 1.704-2(f) and 1.704-2(i)(4). (d) A Common Member shall not be allocated items of loss or deduction to the extent such an allocation would cause or increase a deficit Capital Account balance for such Member as of the close of any taxable year in excess of the amount of such balance the Member is obligated or deemed obligated to restore pursuant to Treasury Regulations under Section 704(b) of the Code. In determining the Capital Account balance of a Member for this purpose, adjustments, allocations and distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) shall be taken into account. Any items of loss and deduction not allocated to a Common Member under this Section 3.3(d) shall be allocated first, to the remaining Common Members with positive Capital Account balances (as adjusted in accordance with the preceding sentence and after adding back each Common Member’s share of Company minimum gain and minimum gain attributable to member nonrecourse debt) in proportion to, and to the extent of, such positive Capital Account balances and thereafter, as provided in applicable Treasury Regulations. If a Common Member unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which results in a negative Capital Account balance in excess of any deficit balance which the Common Member is obligated or deemed obligated to restore pursuant to Treasury Regulations under Section 704(b) of the Code, items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain) shall be allocated to such Member in an amount and manner sufficient to eliminate the such excess deficit balances in their Capital Accounts created by such adjustments, allocations or distributions balance as quickly as possible. This Section shall operate a 3.3(d) is intended to comply with the qualified income offset as utilized in requirement of Treasury Regulation Regulations Section 1.704-1(b)(23)(ii)(d)1(b)(2)(ii)(d) and shall be interpreted and applied consistently therewith. (ce) Syndication expenses for The special allocations set forth in Section 3.3(d) herein (the “Loss Limit Allocations”) are intended to comply with certain requirements of Treasury Regulations under Section 704(b) of the Code. Notwithstanding any fiscal year or other period provisions of this Agreement (other than the provisions of this Section 3.3 and Section 3.4), the Loss Limit Allocations shall be specially allocated to the Limited Partners taken into account in proportion to their Unitsallocating other Net Income, provided that if additional Limited Partners are admitted to the Partnership on different datesNet Loss and items of income, all Syndication Expenses shall be divided gain, loss and deduction among the Persons who own Units from time to time Common Members so that, to the extent possible, the cumulative Syndication Expenses allocated with respect to each Unit at any time is the same amount. In the event the General Partners shall determine that net amount of such result is not likely to be achieved through future allocations of Syndication Expenses, the General Partners may allocate a portion of Net Income or Losses so as to achieve the same effect on the Capital Accounts of the Unit Holders, notwithstanding any other provision of this Agreement. (d) For purposes of determining the Net Income, Net Losses, or any Loss and other items allocable and the Loss Limit Allocations to any period, Net Income, Net Losses, and any such other items each Common Member shall be determined on a daily, monthly, or other basis, as determined by equal to the General Partners using any permissible method under Code Section 706 and net amount that would have been allocated to each such Member if the Treasury Regulations thereunderLoss Limit Allocations had not occurred.

Special Allocation Rules. Notwithstanding any other provision of the Agreement, the following special allocations shall be made in the following order: (a) For MINIMUM GAIN CHARGEBACK. Notwithstanding any other provisions of ARTICLE VI, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner's share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(f)(6). This SECTION (a) is intended to comply with the minimum gain chargeback requirements in Regulations Section 1.704-2(f) and for purposes of this AgreementSECTION 6.2(a) only, a loss or allocation (or item thereof) is attributable each Partner's Adjusted Capital Account Deficit shall be determined prior to non-recourse debt which is secured by Partnership property any other allocations pursuant to the extent SECTION 6.1 of the excess of the outstanding principal balance of Agreement with respect to such debt (excluding Partnership taxable year and without regard to any portion of such principal balance which would not be treated as an amount realized under Internal Revenue Code Section 1001 and Paragraph (a) of Section 1.1001-2 if such debt were foreclosed upon over the adjusted basis of such property. This excess is herein defined as "decrease in Partner Minimum Gain during such Partnership taxable year. (whether taxable as capital gain or as ordinary incomeb) as more explicitly set forth in Treasury Regulation T.704 l(b)(4)(iv)(c)PARTNER MINIMUM GAIN CHARGEBACK. Notwithstanding any other provision of Article VARTICLE VI (except SECTION 6.2(a) hereof), the allocation of loss or deduction (or item thereof, if there is a net decrease in Partner Minimum Gain attributable to non-recourse debt which is secured by a Partner Nonrecourse Debt during any Partnership property will be allowed only to the extent that such allocation does not cause the sum taxable year, each Partner who has a share of the deficit capital account balances of the Limited Partners receiving such allocations to exceed the minimum gain determined at the end of the Partnership able year to which the allocations relate. The balance of such losses shall be allocated to the General Partners. Any Limited Partner with a deficit capital account balance resulting in whole or in part from allocations of loss or deduction (or item thereof) Minimum Gain attributable to non-recourse debt which is secured by Partnership property shallsuch Partner Nonrecourse Debt, to the extent possible, be allocated income or gain (or item thereof) determined in an amount not less than the minimum gain at a time no later than the time at which the minimum gain is reduced below the sum if such deficit capital account balances. This section is intended and shall be interpreted to comply accordance with the requirements of Treasury Regulation Regulations Section 1.704-l(b)(4)(iv)(e). 2(i) (b) In the event any Limited Partner receives any adjustments, allocations or distributions, not covered by Section 75.4(a5), so as to result in a deficit capital account, shall be specially allocated items of Partnership income and gain shall be specially allocated to for such Limited Partners year (and, if necessary, subsequent years) in an amount and manner sufficient equal to eliminate such Partner's share of the deficit balances net decrease in their Capital Accounts created by Partner Minimum Gain attributable to such adjustmentsPartner Nonrecourse Debt, allocations or distributions as quickly as possible. This Section shall operate a qualified income offset as utilized determined in Treasury Regulation accordance with Regulations Section 1.704-1(b)(23)(ii)(d2(i)(5). (c) Syndication expenses for any fiscal year or other period . Allocations pursuant to the previous sentence shall be specially allocated to the Limited Partners made in proportion to their Units, provided that if additional Limited Partners are admitted the respective amounts required to the Partnership on different dates, all Syndication Expenses be allocated to each Partner pursuant thereto. The items to be so allocated shall be divided among determined in accordance with Regulations Section 1.704-2(i)(4). This SECTION 6.2(b) is intended to comply with the Persons who own Units from time minimum gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this SECTION 6.2(b), each Partner's Adjusted Capital Account Deficit shall be determined prior to time so that, any other allocations pursuant to the extent possible, the cumulative Syndication Expenses allocated ARTICLE VI of this Agreement with respect to each Unit at any time is the same amount. In the event the General Partners shall determine that such result is not likely Partnership taxable year, other than allocations pursuant to be achieved through future allocations of Syndication Expenses, the General Partners may allocate a portion of Net Income or Losses so as to achieve the same effect on the Capital Accounts of the Unit Holders, notwithstanding any other provision of this AgreementSECTION 6.2(a) hereof. (d) For purposes of determining the Net Income, Net Losses, or any other items allocable to any period, Net Income, Net Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partners using any permissible method under Code Section 706 and the Treasury Regulations thereunder.

Special Allocation Rules. (a) For purposes of this Agreement, a loss or allocation (or item thereof) is attributable to non-recourse debt which is secured by Partnership Company property to the extent of the excess of the outstanding principal balance of such debt (excluding any portion of such principal balance which would not be treated as an amount realized under Internal Revenue Code Section 1001 and Paragraph (a) of Code Section 1.10011.001-2 if such debt were foreclosed upon upon) over the adjusted basis of such property. This excess is herein defined as "Minimum Gain Gain" (whether taxable as capital gain or as ordinary income) as more explicitly set forth in Treasury Regulation T.704 l(b)(4)(iv)(c1.704-1(b)(4)(iv)(c). Notwithstanding any other provision of Article V, the allocation of loss or deduction (or item thereof, ) attributable to non-recourse non -recourse debt which is secured by Partnership Company property will be allowed only to the extent that such allocation does not cause the sum of the deficit capital account Capital Account balances of the Limited Partners Members receiving such allocations to exceed the minimum gain determined at the end of the Partnership able Company taxable year to which the allocations relate. The balance of such losses shall be allocated to the General Partners. Any Limited Partner Member with a deficit capital account Capital Account balance resulting in whole or in part from allocations of loss or deduction (or item thereof) attributable to non-recourse debt which is secured by Partnership Company property shall, to the extent possible, be allocated income or gain (or item thereof) in an amount not less than the minimum gain at a time no later than the time at which the minimum gain is reduced below the sum if of such deficit capital account balances. This section Section is intended and shall be interpreted to comply with the requirements of Treasury Regulation Section 1.704-l(b)(4)(iv)(e1(b)(4)(iv)(e). (b) In the event any Limited Partner Member receives any adjustments, allocations or distributions, not covered by Section 75.4(a)subsection (a) above, so as to result in a deficit capital accountCapital Account, items of Partnership Company income and gain shall be specially allocated to such Limited Partners Members in an amount and manner sufficient to eliminate the deficit balances in their Capital Accounts created by such adjustments, allocations or distributions as quickly as possible. This Section shall operate as a qualified income offset as utilized in Treasury Regulation Section 1.704-1(b)(23)(ii)(d1(b)(2)(ii)(d). (c) Syndication expenses for any fiscal year or other period shall be specially allocated to the Limited Partners in proportion to their Units, provided that if additional Limited Partners are admitted to the Partnership on different dates, all Syndication Expenses shall be divided among the Persons who own Units from time to time so that, to the extent possible, the cumulative Syndication Expenses allocated with respect to each Unit at any time is the same amount. In the event the General Partners shall determine that such result is not likely to be achieved through future allocations of Syndication Expenses, the General Partners may allocate a portion of Net Income or Losses so as to achieve the same effect on the Capital Accounts of the Unit Holders, notwithstanding any other provision of this Agreement. (d) For purposes of determining the Net Income, Net Losses, or any other items allocable to any period, Net Income, Net Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partners using any permissible method under Code Section 706 and the Treasury Regulations thereunder.