C150392 Feasibility Study

• Contract/PO #: C150392
• Contractor Name: Sylvan Dale Ranch, LLC
• Contract Type: Loan
• Loan Projects - Doc Type: Feasibility Study

3.4 Drawing Accounts. The existing Drawing Accounts of the Partners in the Existing
Partnership shall be eliminated concurrent with formation of the Partnership. The amount of such
Drawing Accounts shall be reflected as loans to the Partnership from each of the respective Partners
in the Existing Partnership holding a Drawing Account. The foregoing loans to the Partners shall;
(i)bear interest at such rates,and(ii)shall be evidenced by written promissory notes,the amount and
form of which shall be approved by the Partners.
4. Sharing of Profits and Losses Among the Partners.
4.1 Determination of Profits and Losses. Profits or Losses shall be determined on the
basis of the Fiscal Year of the Partnership.
4.2 Allocation of Profits and Losses. Except as otherwise required by Treasury
Regulation § 1.704-1(b), the Profits and Losses for each Fiscal Year of the Partnership shall be
credited or charged to the Capital Accounts of the Partners in accordance with their Sharing Ratios.
If such Treasury Regulation requires the special allocation of any item, the special allocation shall
be taken into account in allocating other items of income, gain, loss and deduction among the
Partners so that the net amount of allocations of such other items and such special allocations to each
Partner shall be equal to the net amount that would have been allocated to each Partner if such
special allocation had not occurred, all to the end that the Capital Account balances of the Partners
are adjusted to balances bearing the same relationship to each other as do their respective Sharing
Ratios.
4.3 Income Tax Allocations.
With the exception of those items required to be allocated pursuant to section 704(c)of the
Code,all items of income, gain, loss and deduction of the Partnership shall be allocated among the
Partners for income tax purposes consistent with the manner of apportionment of the corresponding
items of Profits,Losses and other items of the Partnership as contemplated in Section 4.2 above. In
the event that property is contributed to the Partnership at a value which differs from its income tax
basis,or in the event of an adjustment of the book value of Partnership property to an amount other
than their income tax basis,the income tax depreciation,amortization,and gain or loss with respect
to the variation between book value and tax basis of such properties will be allocated pursuant to
section 704(c) of the Code and regulations thereunder.
5. Distributions of Distributable Cash.
5.1 Distributions Incident to Liquidation. All distributions incident to the liquidation and
winding up of the Partnership shall be made in accordance with Section 10 below.
5.2 Interim Distributions. All Distributable Cash not generated in a transaction incident
to the winding up of the Partnership shall be distributed at such time and at such intervals as the
General Partners shall determine in their sole discretion to the Partners(and charged to their Capital
462364.9 1/2/02 9