THAT PROJECTIONS AND ANY OTHER INFORMATION, INCLUDING,
WITHOUT LIMITATION, FINANCIAL AND DESCRIPTIVE INFORMATION AND DOCUMENTATION,
WHICH MAY HAVE BEEN IN ANY MANNER SUBMITTED TO SUCH PARTNER SHALL NOT CONSTITUTE
A REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED.
ARTICLE VI
ALLOCATIONS, DISTRIBUTIONS AND OTHER TAX AND ACCOUNTING MATTERS
6.1
ALLOCATIONS.
(A)
FOR THE PURPOSE OF THIS AGREEMENT, THE TERMS "PROFITS" AND
"LOSSES" MEAN, RESPECTIVELY, FOR EACH PARTNERSHIP FISCAL YEAR OR OTHER PERIOD,
THE PARTNERSHIP'S TAXABLE INCOME OR LOSS FOR SUCH PARTNERSHIP FISCAL YEAR OR
OTHER PERIOD, DETERMINED IN ACCORDANCE WITH SECTION 703(A) OF THE CODE (FOR THIS
PURPOSE, ALL ITEMS OF INCOME, GAIN, LOSS OR DEDUCTION REQUIRED TO BE STATED
SEPARATELY PURSUANT TO SECTION 703(A)(L) OF THE CODE SHALL BE INCLUDED IN
TAXABLE INCOME OR LOSS), ADJUSTED AS FOLLOWS:
(1)
ANY INCOME OF THE PARTNERSHIP THAT IS EXEMPT FROM FEDERAL INCOME
TAX AND NOT OTHERWISE TAKEN INTO ACCOUNT IN COMPUTING PROFITS OR LOSSES PURSUANT
TO THIS SECTION 6.1(A) SHALL BE ADDED TO SUCH TAXABLE INCOME OR LOSS;
(2)
IN LIEU OF THE DEPRECIATION, AMORTIZATION AND OTHER COST RECOVERY
DEDUCTIONS TAKEN INTO ACCOUNT IN COMPUTING SUCH TAXABLE INCOME OR LOSS, THERE
SHALL BE TAKEN INTO ACCOUNT DEPRECIATION FOR SUCH PARTNERSHIP FISCAL YEAR OR
OTHER PERIOD;
(3)
ANY ITEMS THAT ARE SPECIALLY ALLOCATED PURSUANT TO
SECTION 6.1(D) HEREOF SHALL NOT BE TAKEN INTO ACCOUNT IN COMPUTING PROFITS OR
LOSSES; AND
(4)
ANY EXPENDITURES OF THE PARTNERSHIP DESCRIBED IN
SECTION 705(A)(2)(B) OF THE CODE (OR TREATED AS SUCH UNDER REGULATION
SECTION 1.704-L(B)(2)(IV)(I)) AND NOT OTHERWISE TAKEN INTO ACCOUNT IN COMPUTING
PROFITS OR LOSSES PURSUANT TO THIS SECTION 6.1(A) SHALL BE DEDUCTED IN
CALCULATING SUCH TAXABLE INCOME OR LOSS.
(B)
EXCEPT AS OTHERWISE PROVIDED IN SECTION 6.1(D) HEREOF AND THIS
SECTION 6.1(B), THE PROFITS AND LOSSES OF THE PARTNERSHIP (AND EACH ITEM
THEREOF) FOR EACH PARTNERSHIP FISCAL YEAR SHALL BE ALLOCATED AMONG THE PARTNERS
IN THE FOLLOWING ORDER OF PRIORITY, UNLESS OTHERWISE SPECIFIED IN A PREFERRED
UNIT DESIGNATION:
(1)
FIRST, PROFITS SHALL BE ALLOCATED TO THE HOLDERS OF PREFERRED
UNITS SO AS TO CAUSE THE ADJUSTED CAPITAL ACCOUNT BALANCE ATTRIBUTABLE TO THE
PREFERRED UNITS TO EQUAL THE AMOUNT THAT WOULD BE DISTRIBUTED WITH RESPECT TO
THE PREFERRED UNITS, DETERMINED WITHOUT REGARD TO ANY REDEMPTION PREMIUM TO
WHICH SUCH PREFERRED UNITS MAY BE ENTITLED ASSUMING FOR THIS PURPOSE THAT THE
PARTNERSHIP WAS LIQUIDATED, AS OF THE END OF THE PERIOD FOR WHICH SUCH
ALLOCATION IS BEING MADE.
FOR PURPOSES OF THIS SECTION, THE TERM "ADJUSTED
CAPITAL ACCOUNT BALANCE" MEANS THE CAPITAL ACCOUNT COMPUTED TO REFLECT
ADJUSTMENTS MADE IN ACCORDANCE WITH REGULATION
SECTION 1.704-1(B)(2)(II)(D) (INCLUDING ADJUSTMENTS FOR PARTNERSHIP MINIMUM GAIN
AND PARTNER MINIMUM GAIN).
(2)
SECOND, FOR ANY PARTNERSHIP FISCAL YEAR ENDING ON OR AFTER A DATE
ON WHICH PREFERRED UNITS ARE REDEEMED, PROFITS (OR LOSSES) SHALL BE ALLOCATED TO
THE HOLDERS OF SUCH PREFERRED UNITS IN AN AMOUNT EQUAL TO THE EXCESS (OR
DEFICIT) OF THE SUM OF THE APPLICABLE PREFERRED
22
REDEMPTION AMOUNTS FOR THE PREFERRED UNITS THAT HAVE BEEN OR ARE BEING REDEEMED
DURING