PARTNERSHIP (AND ALL ITEMS THEREOF) FOR EACH PARTNERSHIP FISCAL YEAR SHALL BE
DETERMINED IN ACCORDANCE WITH THE ACCOUNTING METHOD FOLLOWED BY THE PARTNERSHIP
FOR FEDERAL INCOME TAX PURPOSES.
(I)
EXCEPT AS PROVIDED IN SECTIONS 6.1(E) AND 6.1(G) HEREOF, FOR
FEDERAL INCOME TAX PURPOSES, EACH ITEM OF INCOME, GAIN, LOSS, OR DEDUCTION SHALL
BE ALLOCATED AMONG THE PARTNERS IN THE SAME MANNER AS ITS CORRELATIVE ITEM OF
"BOOK" INCOME, GAIN, LOSS OR DEDUCTION HAS BEEN ALLOCATED PURSUANT TO THIS
SECTION 6.1.
(J)
TO THE EXTENT PERMITTED BY REGULATIONS SECTIONS 1.704-2(H)(3) AND
1.704-2(I)(6), THE GENERAL PARTNER SHALL ENDEAVOR TO TREAT DISTRIBUTIONS AS
HAVING BEEN MADE FROM THE PROCEEDS OF NONRECOURSE LIABILITIES OR PARTNER
NONRECOURSE DEBT ONLY TO THE EXTENT THAT SUCH DISTRIBUTIONS WOULD CAUSE OR
INCREASE A DEFICIT BALANCE IN ANY PARTNER'S CAPITAL ACCOUNT THAT EXCEEDS THE
AMOUNT SUCH PARTNER IS OTHERWISE OBLIGATED TO RESTORE (WITHIN THE MEANING OF
REGULATIONS SECTION 1.704-L(B)(2)(II)(C)) AS OF THE END OF THE PARTNERSHIP'S
TAXABLE YEAR IN WHICH THE DISTRIBUTION OCCURS.
(K)
IF ANY PARTNER SELLS OR OTHERWISE DISPOSES OF ANY PROPERTY,
DIRECTLY OR INDIRECTLY, TO THE PARTNERSHIP, AND AS A RESULT THEREOF, GAIN ON A
SUBSEQUENT DISPOSITION OF SUCH PROPERTY BY THE PARTNERSHIP IS REDUCED PURSUANT
TO SECTION 267(D) OF THE CODE, THEN, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
GAIN FOR FEDERAL INCOME TAX PURPOSES ATTRIBUTABLE TO SUCH SUBSEQUENT
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DISPOSITION SHALL FIRST BE ALLOCATED AMONG THE PARTNERS OTHER THAN THE SELLING
PARTNER IN AN AMOUNT EQUAL TO SUCH PARTNERS' ALLOCATIONS OF "BOOK" GAIN ON THE
PROPERTY PURSUANT TO THIS SECTION 6.1, AND ANY REMAINING GAIN FOR FEDERAL INCOME
TAX PURPOSES SHALL BE ALLOCATED TO THE SELLING PARTNER.
6.2
DISTRIBUTIONS.
(A)
EXCEPT WITH RESPECT TO THE LIQUIDATION OF THE PARTNERSHIP AND
SUBJECT TO THE PRIORITY SET FORTH IN SECTIONS 6.2(B) AND (C) AND IN ANY
PREFERRED UNIT DESIGNATION, THE GENERAL PARTNER SHALL CAUSE THE PARTNERSHIP TO
DISTRIBUTE ALL OR A PORTION OF NET OPERATING CASH FLOW TO THE PARTNERS WHO ARE
SUCH ON THE RELEVANT PARTNERSHIP RECORD DATE FROM TIME TO TIME AS DETERMINED BY
THE GENERAL PARTNER, BUT IN ANY EVENT NOT LESS FREQUENTLY THAN QUARTERLY, IN
SUCH AMOUNTS AS THE GENERAL PARTNER SHALL DETERMINE IN ITS SOLE DISCRETION;
PROVIDED, HOWEVER, THAT, EXCEPT AS PROVIDED IN SECTIONS 6.2(B) AND (C)
ALL SUCH
DISTRIBUTIONS SHALL BE MADE PRO RATA IN ACCORDANCE WITH THE OUTSTANDING
PARTNERSHIP UNITS ON THE RELEVANT PARTNERSHIP RECORD DATE.
IN NO EVENT MAY A
LIMITED PARTNER RECEIVE A DISTRIBUTION OF NET OPERATING CASH FLOW WITH RESPECT
TO A PARTNERSHIP UNIT THAT SUCH PARTNER HAS EXCHANGED ON OR PRIOR TO THE
RELEVANT PARTNERSHIP RECORD DATE FOR A SHARE, PURSUANT TO THE RIGHTS GRANTED
UNDER SECTION 11.1 (A "POST-EXCHANGE DISTRIBUTION"); RATHER, ALL SUCH
POST-EXCHANGE DISTRIBUTIONS SHALL BE DISTRIBUTED TO THE GENERAL PARTNER.
(B)
EXCEPT TO THE EXTENT NET OPERATING CASH FLOW IS DISTRIBUTED
PURSUANT TO SECTION 6.2(C), AND EXCEPT WITH RESPECT TO THE LIQUIDATION OF THE
PARTNERSHIP, DISTRIBUTIONS OF NET OPERATING CASH FLOW SHALL BE MADE IN THE
FOLLOWING ORDER OF PRIORITY UNLESS