In general, the outside basis will inure to the partners and you won't run into issues. But there are two layers to this. The debt should be non-recourse for tax purposes (construction guaranties, bad-boy carve-outs, etc. don't count). If it's recourse, the outside basis will flow to the partners who are economically on the hook. Second, the partnership's agreement should set forth allocations meeting all of the regulatory requirements - Sections 704 and 752 govern the allocations of non-recourse debt. In a traditional fund structure, you'll need to consult with tax counsel about how the allocations will work alongside your waterfall.
