Partners under this Agreement to be excluded from the application of all or any part of Subchapter K of Chapter 1 of Subtitle A of the Code, from any successor provisions to Subchapter K of the Code or from similar provisions of state law or the law of any foreign junsdiction.
(c) A Person who is substituted as a Partner pursuant to this Agreement shall be deemed to have made the Capital Contributions attributable to the Interest it is acquiring, if any, and shall succeed to the Capital Account of its transferor to the extent of the Interest it is acquiring.
SECTION 8. ALLOCATION OF NET PROFIT AND NET LOSS; DISTRIBUTIONS; ORGANIZATION AND OFFERING EXPENSES 8.1 Allocation of Net Profit and Net Loss.
(a) Except as otherwise provided in this Agreement, all items of income, gain, loss and deduction compnsing the Net Profits or Net Losses of the Partnership for each Allocation Penod will be allocated among the Partners in accordance with each Partner's economic interest in the respective item, as determined by the General Partner pursuant to Section 704(b) and (c) of the Code and the related Regulations. Unless the General Partner determines otherwise, allocations will be made among the Partners such that the Capital Account of each Partner, immediately after giving effect to such allocations, shall equal, as nearly as possible, (l) the amount of the distributions that would be made to such Partner if (A) the Partnership were dissolved and terminated, (B) its affairs were wound up and each of its remaining assets were sold for its Carrying Value (limited with respect to each nonrecourse liability to the Carrying Value of the assets securing such liability), (C) all liabilities of the Partnership were satisfied; and (D) the net assets of the Partnership were distributed to the Partners in accordance with Section 8.2(a)(u) immediately after making the allocation, minus (u) the Partner's share of partnership minimum gain and partnership 73