Adjusted Capital Account Deficits. The Losses allocated pursuant to Paragraph 3.3 of this Agreement shall not exceed the maximum amount of Losses that can be so allocated without causing any Member to have an Adjusted Capital Account Deficit at the end of any Accounting Period. In the event that some but not all of the Members would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses under Paragraph 3.2 of this Agreement, the limitation set forth in this Paragraph 2.5 shall be applied on a Member by Member basis so as to allocate the maximum permissible loss to each Member under Regulations Section 1.704-1(b)(2)(ii)(d).
Adjusted Capital Account Deficits. Any losses allocated pursuant to to Section 4.1(a) hereof shall not exceed the maximum amount of losses that can be so allocated without causing a Member to have a negative Capital Account at the end of any fiscal year. In the event some but not all of the Members would have a negative Capital Account as a consequence of an allocation of losses pursuant to Section 4.1(a) hereof, the limitation set forth in this Section 4.1(b) shall be applied on a Member by Member basis so as to allocate the maximum permissible losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations. A Member who would have been allocated an amount of losses but for the limitation in the first sentence of this Section 4.1(b) shall thereafter share in profits only after the other Members have been allocated 100% of such Member's share of profits to the extent of (and among such Members in proportion to) any losses previously borne by each of them in respect of such Member. In the event that no Member may be allocated losses as a result of the prohibition contained in this Section 4.1(b), losses shall be allocated in accordance with Percentage Interests.
Adjusted Capital Account Deficits. Notwithstanding anything to the contrary in Section 6.1(a), in no event shall any Losses be allocated to a Member to the extent that such allocation would reduce the Capital Account of such Member below zero. In such event, such Member shall be allocated the amount of Losses which would reduce its Capital Account to zero, and any excess Losses shall be allocated among the remaining Members in accordance with their positive Capital Account balances. Any Member who receives an allocation of Losses pursuant to this Section 6.1(b) shall receive a priority allocation of Profit (in an amount to make-up the allocation of such Losses) prior to any allocations of Profit pursuant to Section 6.1(a).
