Common use of Allocations for Tax Purposes Clause in Contracts

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes into account the variation between the Gross Asset Value of such property and its adjusted basis at the time of contribution; and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset Value of such property and its adjusted basis at the time of contribution; and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall: (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B B, and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this the Exhibit C. C. For purposes of Sections 2.B(1)(a2.B(1) (a) and 2.B(2)(a2.B(2) (a) of this Exhibit C, the General Partner shall utilize elect in its sole and absolute discretion the "traditional method with curative allocations" option described in to be used under Regulations Section 1.704-3(c) 3 to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit EXHIBIT C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this EXHIBIT C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit EXHIBIT C. (a) In the case of an Adjusted Property, such items shall shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and EXHIBIT B, and (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit EXHIBIT C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit EXHIBIT C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit EXHIBIT C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit C, the General Partner shall Code permit a Partnership to utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) alternative methods to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset disparities between the effect Carrying Value of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, property and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit Cits adjusted basis, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land authority and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, discretion to elect the method to be used under Regulations Section 1.704-3 to take into account by the variation Partnership and such election shall be binding on all Partners; PROVIDED, HOWEVER, that for any disparity between the fair market value Carrying Value of property and such property's adjusted basis resulting from adjustment to the adjusted tax basis Carrying Value of that certain Agreement of Sale dated May 30Partnership assets on the date hereof, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4the Partnership shall elect to use the "traditional method" set forth in Treasury Regulation (S)1.704-3(b).

Allocations for Tax Purposes. A. (a) Except as otherwise provided in this Section 2herein, for federal income tax purposes, each item of income, gain, loss and deduction which is recognized by the Partnership for federal income tax purposes shall be allocated among the Partners in the same manner as its correlative item of "“book" ” income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. B. Notwithstanding any other provision in this Agreement, in (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and deduction cost recovery deductions shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (ai) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with in the principles of manner provided under Section 704(c) of the Code that takes into account the variation between the Gross Asset Agreed Value of such property and its adjusted basis at the time of contribution; and and (bB) except as otherwise provided in Section 5.2(b)(iii), any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. (aii) (A) In the case of an Adjusted Property, such items shall shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and Section 4.6(d)(i) or (ii), and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(15.2(b)(i)(A); and (B) of this Exhibit C; and (b) except as otherwise provided in Section 5.2(b)(iii), any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. (3iii) all other Any items of income, gain, loss and or deduction otherwise allocable under Section 5.2(b)(i)(B) or 5.2(b)(ii)(B) shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant subject to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, allocation by the General Partner shall utilize in a manner designed to eliminate, to the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate maximum extent possible, Book-Tax Disparities attributable to in a Contributed Property or Adjusted PropertyProperty otherwise resulting from the application of the “ceiling” limitation (under Section 704(c) of the Code or Section 704(c) principles) to the allocations provided under Section 5.2(b)(i)(A) or 5.2(b)(ii)(A); provided, however, that curative allocations with respect unless the General Partner elects to do so, the Partnership shall not amortize any goodwill or other Section 197 asset which is a Contributed Property or Adjusted Property shall only be made (i) to and which was not an amortizable Section 197 asset in the extent necessary to offset the effect hands of the "ceiling rule" described in Regulations Section 1.704-3(b)(1contributor of such asset. (c) on allocations For the proper administration of depreciation deductions with respect to such Contributed Property the Partnership or Adjusted Property, and (ii) from for the allocation preservation of gain uniformity of the Units (or loss) on the sale any class or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or lossclasses thereof). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right sole discretion to utilize the "remedial allocation method" described (i) adopt such conventions as it deems appropriate in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; and (iii) amend the Canyon Ranch Property provisions of this Agreement as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent appropriate (24%x) to nondepreciable land and seventy-six percent reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (76%y) otherwise to depreciable buildingspreserve or achieve uniformity of the Units (or any class or classes thereof). The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend may adopt such conventions, make such allocations and make such amendments to this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C 5.2(c) only if such conventions, allocations or amendments would not have a material adverse effect on the Partners, the holders of Exhibit C any class or unless otherwise agreed to by Canyon Ranch in writingclasses of Units issued and Outstanding of the Partnership, and if such allocations are consistent with the principles of Section 704 of the Code. E. Notwithstanding anything (d) The General Partner in its sole discretion may determine to depreciate the portion of an adjustment under Section 743(b) of the Code attributable to unrealized appreciation in any Adjusted Property (to the contrary contained extent of the unamortized Book-Tax Disparity) using a predetermined rate derived from the depreciation method and useful life applied to the Partnership’s common basis of such property, despite the inconsistency of such approach with Treasury Regulation Section 1.167(c)-1(a)(6). If the General Partner determines that such reporting position cannot reasonably be taken, the General Partner may adopt a depreciation convention under which all purchasers acquiring Units in this Section 2.Cthe same month would receive depreciation, based upon the same applicable rate as if they had purchased a direct interest in the Partnership’s property. If the General Partner chooses not to utilize such aggregate method, the General Partner may use any other reasonable depreciation convention to preserve the uniformity of the intrinsic tax characteristics of any Units that would not have a material adverse effect on the Limited Partners or the Record Holders of any class or classes of Units. In addition, for purposes of computing the adjustments under Section 2.B(1)(a743(b) of this Exhibit Cthe Code, the General Partner shall have be authorized (but not required) to adopt a convention whereby the authority, price paid by a transferee of Units will be deemed to be the lowest quoted trading price of the Units on any National Securities Exchange on which such Units are traded during the calendar month in its sole and absolute discretionwhich such transfer is deemed to occur pursuant to Section 5.2(g) without regard to the actual price paid by such transferee. (e) Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to elect the method extent possible, after taking into account other required allocations of gain pursuant to this Section 5.2 be used characterized as Recapture Income in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. (f) All items of income, gain, loss, deduction and credit recognized by the Partnership for federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Regulations Section 1.704-3 754 of the Code which may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted as necessary or appropriate to take into account those adjustments permitted or required by Sections 734 and 743 of the variation between Code. (g) Each item of Partnership income, gain, loss and deduction attributable to a transferred Partnership Interest of the fair market value General Partner or to transferred Units shall, for federal income tax purposes, be determined on an annual basis and prorated on a monthly basis and shall be allocated to the Partners as of the close of the New York Stock Exchange on the last day of the preceding month; provided, however, that gain or loss on a sale or other disposition of any assets of the Partnership other than in the ordinary course of business shall be allocated to the Partners as of the opening of the New York Stock Exchange on the first Business Day of the month in which such gain or loss is recognized for federal income tax purposes. The General Partner may revise, alter or otherwise modify such methods of allocation as it determines necessary, to the extent permitted or required by Section 706 of the Code and the adjusted tax basis regulations or rulings promulgated thereunder. (h) Allocations that would otherwise be made to a Limited Partner under the provisions of that certain Agreement this Article V shall instead be made to the beneficial owner of Sale dated May 30, 1997 Units held by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method acceptable to the General Partner in its sole discretion.

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit Cthe Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; providedshall, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) subject to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Propertyfollowing, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations Section 1.704-3 to take into account by the variation between the fair market value Partnership and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4such election shall be binding on all Partners.

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2(a) The income, gains, losses and deductions of the Company shall be allocated for federal federal, state and local income tax purposes, each item purposes among the Members in accordance with the allocation of such income, gaingains, loss losses and deduction deductions among the Members for purposes of computing their Capital Accounts; except that if any such allocation is not permitted by the Code or other applicable Law, then the Company’s subsequent income, gains, losses and deductions for tax purposes shall be allocated among the Partners Members so as to reflect as nearly as possible the allocation set forth herein in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.computing their Capital Accounts. B. Notwithstanding any other provision in this Agreement, in (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss, depreciation, amortization and deduction cost recovery deductions shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners Members as follows: (ai) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with Members in the principles of manner provided under Section 704(c) of the Code that takes into account the variation between the Gross Asset Agreed Value of such property and its adjusted basis at the time of contribution; and and (bB) any item of Residual Gain or Residual Loss attributable to a Contributed Property Table of Contents shall be allocated among the Partners Members in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. (aii) (A) In the case of an Adjusted Property, such items shall shall (1) first, be allocated among the Partners Members in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and Section 3.5(c)(i) or Section 3.5(c)(ii), and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners Members in a manner consistent with Section 2.B.(1) of this Exhibit C5.2(b)(i)(A); and and (bB) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners Members in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. (3iii) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) In order to eliminate Book-Tax Disparities attributable Disparities, the Managing Member acting in Good Faith may cause the Company to a Contributed Property or Adjusted Propertyuse any method described in Treasury Regulations Section 1.704-3; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property the Company shall only be made (i) to use the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to “remedial method” as such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision term is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations defined by Treasury Regulation Section 1.704-3(d) in applying Section 704(c) to eliminate the Book-Tax Disparities attributable to Disparity associated with the contribution to the Partnership Initial Contributed Property as of the Canyon Ranch Property specified in Initial Company Capitalization and the Canyon Contribution date of this Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2). (c) Tax credits, the excess of book basis over tax basis with respect to the Canyon Ranch Property credit recapture and any items related thereto shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) the Members according to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using their interests in such items as reasonably determined by the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take Managing Member acting in Good Faith taking into account the difference between the book value principles of the Canyon Ranch Property and its basis except as provided in Treasury Regulations Sections 1.704-l(b)(4)(ii). (d) Allocations pursuant to this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to 5.2 are solely for the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Income, Loss, distributions or other Company items pursuant to any provision of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4Agreement

Allocations for Tax Purposes. A. (a) Except as otherwise provided in this Section 2herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner as its correlative item of "“book" ” income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5J_- B. (b) Notwithstanding any other provision in this Agreementprovisions contained herein to the contrary, in an attempt solely for federal (and applicable state and local) income tax purposes, items of income, gain, depreciation, amortization, gain or loss with respect to eliminate property for which a Book-Tax Disparities attributable Disparity exists, other than oil and gas properties (as defined in section 614 of the Code), shall be allocated so as to take into account the variation between the Company’s tax basis in such property and its Carrying Value consistent with Treasury Regulations sections 1.704-1 (b)(4)(i) and 1.704-3. Such allocations shall be made in accordance with such methods provided for in Treasury Regulations section 1.704-3 as reasonably determined by the Managing Member. (c) For the proper administration of the Company, the Managing Member shall (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including gross income or deductions); and (iii) amend the provisions of this Agreement as appropriate to reflect the proposal or promulgation of Treasury Regulations under section 704(b) or section 704(c) of the Code. The Managing Member may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 5.2(c) only if such conventions, allocations or amendments are consistent with the principles of section 704 of the Code and would not have a Contributed Property material adverse effect on any Member. (d) All recapture of income tax deductions resulting from the taxable sale or Adjusted Propertyother disposition of Company property shall, to the maximum extent possible, be allocated to the Member to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the disposition of such property. (e) All items of income, gain, loss, deduction and deduction shall be allocated credit recognized by the Company for federal income tax purposes (and not for "book" purposes) among allocated to the Partners as follows: (a) In Members in accordance with the case of a Contributed Property, such items attributable thereto provisions hereof shall be allocated among determined without regard to the Partners consistent with the principles of Section 704(c) election under section 754 of the Code that takes into account will be made by the variation between the Gross Asset Value of Company; provided however, that such property and its adjusted basis at the time of contribution; and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property allocations, once made, shall be allocated among adjusted (in any manner determined by the Partners in the same manner Managing Member) as its correlative item of "book" gain necessary or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code appropriate to take into account the Unrealized Gain those adjustments permitted or Unrealized Loss attributable to such property required by sections 734 and the allocations thereof pursuant to Exhibit B and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 743 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B)Code. D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "“book" ” income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "“book" ” purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes into account the variation between the Gross Asset Value of such property and its adjusted basis at the time of contribution; and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, the General Partner shall utilize the "“traditional method with curative allocations" ” option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "“ceiling rule" ” described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "“remedial allocation method" ” described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Hxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4.

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "“book" ” income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, loss and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset Section 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit Cthe Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall utilize shall, subject to any agreements between the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to Partnership and a Contributed Property or Adjusted Property; providedPartner, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations Section 1.704-3 to take into account by the variation between the fair market value Partnership and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4such election shall be binding on all Partners.

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes into account the variation between the Gross Asset Value of such property and its adjusted basis at the time of contribution; and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-43

Allocations for Tax Purposes. A. (a) Except as otherwise provided in this Section 2herein, for federal income tax purposes, each item of income, gain, loss and deduction which is recognized by the Partnership for federal income tax purposes shall be allocated among the Partners in the same manner as its correlative item of "book," income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. B. Notwithstanding any other provision in this Agreement, in (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and deduction cost recovery deductions shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (ai) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with in the principles of manner provided under Section 704(c) of the Code that takes into account the variation between the Gross Asset Agreed Value of such property and its adjusted basis at the time of contribution; and and (bB) except as otherwise provided in Section 5.2(b)(iii), any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. (aii) (A) In the case of an Adjusted Property, such items shall shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and Section 4.6(d)(i) or (ii), and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(1) of this Exhibit C5.2(b)(i)(A); and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2herein, for federal income tax purposes, each item of income, gain, loss and deduction shall which is recognized by the Company for federal income tax purposes will be allocated among the Partners Members in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. B. Notwithstanding any other provision in this Agreement, in (a) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and deduction shall cost recovery deductions will be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows:Members in accordance with Treasury Regulation Section 1.704-3(d) (the "REMEDIAL METHOD"). (ab) In For the case proper administration of a Contributed Propertythe Company, the Company will (i) adopt such items attributable thereto shall conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; provided, that such depreciation, amortization and cost recovery methods will be allocated among the Partners most accelerated methods allowed under federal tax Laws, and (ii) amend the provisions of this Agreement as appropriate to reflect the promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code. The Company may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 5.2(b) only if such conventions, allocations or amendments are consistent with the principles of Section 704(c) 704 of the Code that takes Code. (c) Any gain allocated to the Members upon the sale or other taxable disposition of any Company asset will, to the extent possible, after taking into account the variation between the Gross Asset Value other required allocations of such property and its adjusted basis at the time of contribution; and (b) any item of Residual Gain or Residual Loss attributable gain pursuant to a Contributed Property shall this Section 5.2 be allocated among the Partners characterized as Recapture Income in the same manner proportions and the same extent as its correlative item such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.such gains as Recapture Income. (ad) In the case of an Adjusted Property, such items shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other All items of income, gain, loss loss, deduction and deduction shall credit recognized by the Company for federal income tax purposes and allocated to the Members in accordance with the provisions hereof will be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant determined without regard to Article 6 any election under Section 754 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, Code which may be made by the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted PropertyCompany; provided, however, that curative allocations with respect to a Contributed Property such allocations, once made, will be adjusted as necessary or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch appropriate to take into account the difference between the book value those adjustments permitted or required by Sections 734 and 743 of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writingCode. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 26, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 or 6.2 of the Agreement and and/or Section 1 5 of this Exhibit C.B. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction attributable to a Contributed Property or an Adjusted Property shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners Members as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners Members consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contribution; and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners Members in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 or 6.2 of the Agreement and and/or Section 1 5 of this Exhibit C.B. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners Members in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Section 2 of this Exhibit B B, and (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners Members in a manner consistent with Section 2.B.(16.B (1)(a) of this Exhibit CB; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners Members in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 or 6.2 of the Agreement and and/or Section 1 5 of this Exhibit C.B. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 or 6.2 of the Agreement and and/or Section 1 5 of this the Exhibit C.B. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Treasury Regulations promulgated pursuant to Section 704(c) of this Exhibit Cthe Code permit the utilization of alternative methods to eliminate the disparity between the agreed value of property and its adjusted basis, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner Operating Member shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations Section 1.704-3 by the Company and such election shall be binding on all Members. EXHIBIT C Adjusted Percentage Interest Calculation Assume that on the Percentage Interest Adjustment Date Member A has contributed $10 million to take into account the variation between Company and Member B has contributed $6 million to the fair market value Company. Member A's percentage of the total contribution is $10 million = .625 (62.5%) $16 million and the adjusted tax basis percentage of that certain Agreement the total contributions of Sale dated May 30Member B is $6 million = .375 (37.5%) $16 million As a result, 1997 by and between Rosewood Georgetown Joint Venture37.5% shall be Member B's Adjusted Percentage Interest. Member A's Adjusted Percentage Interest shall be 62.5%. EXHIBIT D Form of Subordinated Member Note $_____________ (Maximum) Date: ______________ For value received, the undersigned ______________________, a Texas joint venture___________ ("______"), promises to pay to ____________________, a ____________ ("_______"), having a business address of ________________________, the principal sum of up to ____________ ($________) together, with interest thereon at __%. Demand may be made by _____ for the payment of all or any portion hereof upon five (5) days' prior written notice to ____ given at any time after _______, 199__ [Date to follow commencement of Construction Period]. Presentment for payment, notice of dishonor, protest and notice of protest are hereby waived by the undersigned and any and all others who may at any time become liable for the payment of all or any part of this obligation. No delay or omission on the part of the holder hereof in the exercise of any right or remedy shall operate as sellera waiver, thereof, and Lano International, Inc., a Delaware corporationno single or partial exercise by the holder hereof of any right or remedy shall preclude other or further exercise thereof or of any other right or remedy. If payment of this Note or any portion thereof shall not be made as provided for herein, and Armada/Xxxxxxx Holding Companyany action is brought to enforce collection thereof, the undersigned agrees to pay a Virginia corporation, reasonable sum as purchaser. C-4attorneys' fees and costs in such action.

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit EXHIBIT C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this EXHIBIT C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit EXHIBIT C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andEXHIBIT B; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit EXHIBIT C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit EXHIBIT C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit Cthe Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; providedshall, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) subject to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Propertyfollowing, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under by the Partnership and such election shall be binding on all Partners. With respect to the Contributed Properties transferred to the Partnership in connection with the Consolidation, the Partnership shall elect to use the "traditional method" set forth in Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-43(b).

Allocations for Tax Purposes. A. (a) Except as otherwise provided in this Section 2herein, for federal income tax purposes, each item of income, gain, loss and deduction which is recognized by the Partnership for federal income tax purposes shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1 hereof. B. Notwithstanding any other provision in this Agreement, in (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and deduction cost recovery deductions shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (ai) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with in the principles of manner provided under Section 704(c) of the Code that takes into account the variation between the Gross Asset Agreed Value of such property and its adjusted basis at the time of contribution; and and (bB) except as otherwise provided in Section 5.2(b)(iii), any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. (aii) (A) In the case of an Adjusted Property, such items shall shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and Section 4.5(d)(i) or (ii), and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(15.2(b)(i)(A); and (B) of this Exhibit C; and (b) except as otherwise provided in Section 5.2(b)(iii), any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. (3iii) all other Any items of income, gain, loss and or deduction otherwise allocable under Section 5.2(b)(i)(B), or 5.2(b)(ii)(B) shall be allocated among subject to allocation by the Partners General Partner in a manner designed to eliminate, to the same manner as their correlative item of "book" gain maximum extent possible, Book-Tax Disparities in a Contributed Property or loss is allocated pursuant to Article 6 Adjusted Property otherwise resulting from the application of the Agreement and "ceiling" limitation (under Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a704(c) of this Exhibit Cthe Code or Section 704(c) principles) to the allocations provided under Section 5.2(b)(i)(A) or 5.2(b)(ii)(A). (c) For the proper administration of the Partnership or for the preservation of uniformity of the Partnership Units (or any class or classes thereof), the General Partner shall utilize have sole discretion to (i) adopt such conventions as it deems appropriate in determining the "traditional method with curative allocations" option described in Regulations Section 1.704-3(camount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; and (iii) amend the provisions of this Agreement as appropriate (x) to eliminate Book-Tax Disparities attributable reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Partnership Units (or any class or classes thereof). The General Partner may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 5.2(c) only if such conventions, allocations or amendments would not have a Contributed Property material adverse effect on the Partners, the holders of any class or Adjusted Propertyclasses of the Partnership Units issued and Outstanding, and if such allocations are consistent with the principles of Section 704 of the Code. (d) Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible after taking into account other required allocations of gain pursuant to this Section 5.2, be characterized as Recapture Income in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gain as Recapture Income. (e) All items of income, gain, loss, deduction and credit recognized by the Partnership for federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code which may be made by the Partnership; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Propertyallocations, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Propertyonce made, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch adjusted as necessary or appropriate to take into account the difference between the book value those adjustments permitted or required by Sections 734 and 743 of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writingCode. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. (a) Except as otherwise provided in this Section 2herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "“book" ” income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.6.01. B. Notwithstanding any other provision in this Agreement, in (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and deduction cost recovery deductions shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (ai) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with in the principles of manner provided under Section 704(c) of the Code using remedial allocations within the meaning of Treasury Regulation Section 1.704-3(d) that takes into account the variation between the Gross Asset Agreed Value of such property and its adjusted basis at the time of contribution; and contribution and (bB) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.6.01. (aii) (A) In the case of an Adjusted Property, such items shall shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and Section 5.05(d)(i) or Section 5.05(d)(ii), and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(1) of this Exhibit C6.02(b)(i)(A); and and (bB) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.6.01. (3iii) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, the The General Partner shall utilize apply the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect principles of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Treasury Regulation Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to Disparities. (c) For the contribution to proper administration of the Partnership and for the preservation of uniformity of the Canyon Ranch Property specified Limited Partner Interests (or any class or classes thereof), the General Partner shall (i) adopt such conventions as it deems appropriate in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including gross income) or deductions; and (iii) amend the Canyon Ranch Property provisions of this Agreement as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent appropriate (24%x) to nondepreciable land and seventy-six percent reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (76%y) otherwise to depreciable buildingspreserve or achieve uniformity of the Limited Partner Interests (or any class or classes thereof). The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend may adopt such conventions, make such allocations and make such amendments to this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C 6.02(c) only if such conventions, allocations or amendments would not have a material adverse effect on the Partners, the holders of Exhibit C any class or unless otherwise agreed to by Canyon Ranch in writingclasses of Limited Partner Interests issued and Outstanding or the Partnership, and if such allocations are consistent with the principles of Section 704 of the Code. E. Notwithstanding anything (d) The General Partner may determine to depreciate or amortize the portion of an adjustment under Section 743(b) of the Code attributable to unrealized appreciation in any Adjusted Property (to the contrary contained in this extent of the unamortized Book-Tax Disparity) using a predetermined rate derived from the depreciation or amortization method and useful life applied to the Partnership’s common basis of such property, despite any inconsistency of such approach with Treasury Regulation Section 2.C, for purposes of Section 2.B(1)(a1.167(c)-l(a)(6) of this Exhibit Cor any successor regulations thereto. If the General Partner determines that such reporting position cannot reasonably be taken, the General Partner shall may adopt depreciation and amortization conventions under which all purchasers acquiring Limited Partner Interests in the same month would receive depreciation and amortization deductions, based upon the same applicable rate as if they had purchased a direct interest in the Partnership’s property. If the General Partner chooses not to utilize such aggregate method, the General Partner may use any other depreciation and amortization conventions to preserve the uniformity of the intrinsic tax characteristics of any Limited Partner Interests, so long as such conventions would not have a material adverse effect on the authority, in its sole and absolute discretionLimited Partners or the Record Holders of any class or classes of Limited Partner Interests. (e) Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to elect the method extent possible, after taking into account other required allocations of gain pursuant to this Section 6.02, be used characterized as Recapture Income in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. (f) All items of income, gain, loss, deduction and credit recognized by the Partnership for federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Regulations Section 1.704-3 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner) to take into account those adjustments permitted or required by Sections 734 and 743 of the variation between Code. (g) Each item of Partnership income, gain, loss and deduction shall, for federal income tax purposes, be determined on an annual basis and prorated on a monthly basis and shall be allocated to the fair market value Partners as of the opening of the National Securities Exchange on which the Common Units are listed or admitted to trading on the first Business Day of each month; provided, however, such items for the period beginning on the Closing Date and ending on the last day of the month in which the Option Closing Date or the expiration of the Over-Allotment Option occurs shall be allocated to the Partners as of the opening of the National Securities Exchange on which the Common Units are listed or admitted to trading on the first Business Day of the next succeeding month; and provided further that gain or loss on a sale or other disposition of any assets of the Partnership or any other extraordinary item of income or loss realized and recognized other than in the ordinary course of business, as determined by the General Partner, shall be allocated to the Partners as of the opening of the National Securities Exchange on which the Common Units are listed or admitted to trading on the first Business Day of the month in which such gain or loss is recognized for federal income tax purposes. The General Partner may revise, alter or otherwise modify such methods of allocation to the extent permitted or required by Section 706 of the Code and the adjusted tax basis regulations or rulings promulgated thereunder. (h) Allocations that would otherwise be made to a Limited Partner under the provisions of that certain Agreement this Article VI shall instead be made to the beneficial owner of Sale dated May 30, 1997 Limited Partner Interests held by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method determined by the General Partner.

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Limited Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Limited Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners Limited Partners, consistent with the principles of Section 704(c) of the Code that takes and the Regulations thereunder, to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contribution; and (b) any Any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Limited Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1) first, shall first be allocated among the Limited Partners in a manner consistent with the principles of Section 704(c) of the Code and the Regulations thereunder to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B B; and (2b) secondSecond, in the event such property was originally a Contributed Property, be allocated among the Limited Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (bc) any Any item of Residual Gain or Residual Loss attributable to an Adjusted Property that was not originally a Contributed Property shall be allocated among the Limited Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the The General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the Section 704(c) allocation method to be used under Regulations Section 1.704-3 to take into account by the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as sellerPartnership, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4such election shall be binding on all Partners.

Allocations for Tax Purposes. A. (a) Except as otherwise provided in this Section 2herein, for federal income tax purposes, each item of income, gain, loss and deduction which is recognized by the Partnership for federal income tax purposes shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1 hereof. B. Notwithstanding any other provision in this Agreement, in (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and deduction cost recovery deductions shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (ai) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with in the principles of manner provided under Section 704(c) of the Code that takes into account the variation between the Gross Asset Agreed Value of such property and its adjusted basis at the time of contribution; and and (bB) except as otherwise provided in Section 5.2(b)(iii), any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. (aii) (A) In the case of an Adjusted Property, such items shall shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and Section 4.5(d)(i) or (ii), and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(15.2(b)(i)(A); and (B) of this Exhibit C; and (b) except as otherwise provided in Section 5.2(b)(iii), any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. (3iii) all other Any items of income, gain, loss and or deduction otherwise allocable under Section 5.2(b)(i)(B), or 5.2(b)(ii)(B) shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant subject to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, allocation by the General Partner shall utilize in a manner designed to eliminate, to the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate maximum extent possible, Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to in a Contributed Property or Adjusted Property shall only be made otherwise resulting from the application of the "ceiling" limitation (iunder Section 704(c) of the Code or Section 704(c) principles) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations allocations provided under Section 1.704-3(b)(15.2(b)(i)(A) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B5.2(b)(ii)(A). D. Notwithstanding (c) For the foregoing, proper administration of the Partnership or for purposes the preservation of Section 2.B(l)(a) uniformity of this Exhibit Cthe Partnership Units (or any class or classes thereof), the General Partner shall have the right sole discretion to utilize the "remedial allocation method" described (i) adopt such conventions as it deems appropriate in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; and (iii) amend the Canyon Ranch Property provisions of this Agreement as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent appropriate (24%x) to nondepreciable land and seventy-six percent reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (76%y) otherwise to depreciable buildingspreserve or achieve uniformity of the Partnership Units (or any class or classes thereof). The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend may adopt such conventions, make such allocations and make such amendments to this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C 5.2(c) only if such conventions, allocations or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to amendments would not have a material adverse effect on the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit CPartners, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4holders of

Allocations for Tax Purposes. A. (a) Except as otherwise provided in this Section 2herein, for federal income tax purposes, each item of income, gain, loss and deduction which is recognized by the Company, for federal income tax purposes, shall be allocated among the Partners holders of Class A Units in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement Sections 6.1 and Section 1 of this Exhibit C.6.2 hereof. B. Notwithstanding any other provision in this Agreement, in (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items each item of income, gain, loss, depreciation, depletion and cost recovery deduction which is recognized by the Company, for federal income tax purposes, shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners Members as follows: (aA) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with Members in the principles of manner provided under Section 704(c) of the Code that takes into account the variation between the Gross Asset Agreed Value of such property and its adjusted basis at the time of contribution; and and (bB) except as otherwise provided in Section 6.3(b)(iii) hereof, any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners Members in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.VI hereof. (aA) In the case of an Adjusted Property, such items shall shall (1) first, be allocated among the Partners Members in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and IRS Regulations Section 1.704-1(b)(2)(iv)(f), and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners Members in a manner consistent with Section 2.B.(16.3(b)(i)(A) of this Exhibit Chereof; and and (bB) except as otherwise provided in Section 6.3(b)(iii) hereof, any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners Members in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other VI hereof. Any items of income, gain, loss and or deduction otherwise allocable under Section 6.3(b)(i)(B) or 6.3(b)(ii)(B) hereof shall be allocated among subject to allocation by the Partners Managers in a manner designed to eliminate, to the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit Cmaximum extent possible, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to in a Contributed Property or Adjusted PropertyProperty otherwise resulting from the application of the "ceiling" limitation (under Section 704(c) of the Code or Section 704(c) principles) to the allocations provided under Section 6.3(b)(i)(A) or 6.3(b)(ii)(A) hereof. (c) Any gain allocated to the Members upon the sale or other taxable disposition of any Company asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 6.3 be characterized as Recapture Income in the same proportions and to the same extent as such Members have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. (d) All items of income, gain, loss, deduction and credit recognized by the Company for federal income tax purposes and allocated to the Members in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code which may be made by the Company; provided, however, that curative allocations with respect such allocations, once made, shall be adjusted as necessary or appropriate to a Contributed Property take into account those adjustments permitted or Adjusted Property shall only required by Sections 734 and 743 of the Code. (e) Each item of income, gain, expense, loss, deduction or credit allocable to any Membership Interest which may have been transferred during any year shall, if permitted by Law, be made (i) allocated during such year, in proportion to the extent necessary to offset number of calendar days for which each such holder was recognized as the effect owner of the "ceiling rule" described Membership Interest during such year, without regard to the results of Company operations during the period in Regulations Section 1.704-3(b)(1) on allocations which such holders were recognized as the owner thereof and without regard to the date, amount or recipient of depreciation deductions any distributions which may have been made with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B)Membership Interest. D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "“book" ” income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C.D. B. Notwithstanding any other provision Except as provided in Section 2.C of this AgreementExhibit D, in an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contribution; and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C.D. (a) In the case of an Adjusted Property, such items shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B C, and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B (1) of this Exhibit CD; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C.D. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C.D. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Treasury Regulations promulgated pursuant to Section 704(c) of this Exhibit C, the General Partner shall Code permit a Partnership to utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) alternative methods to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset disparities between the effect Carrying Value of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, property and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit Cits adjusted basis, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations Section 1.704-3 to take into account by the variation between the fair market value Partnership and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4such election shall be binding on all Partners.

Allocations for Tax Purposes. A. (a) Except as otherwise provided in this Section 2herein, for federal income tax purposes, each item of income, gain, loss and deduction which is recognized by the Partnership for federal income tax purposes shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. B. Notwithstanding any other provision in this Agreement, in (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and deduction cost recovery deductions shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (ai) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with in the principles of manner provided under Section 704(c) of the Code that takes into account the variation between the Gross Asset Agreed Value of such property and its adjusted basis at the time of contribution; and and (bB) except as otherwise provided in Section 5.2(b)(iii), any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. (aii) (A) In the case of an Adjusted Property, such items shall shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and Section 4.6(d)(i) or (ii), and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(15.2(b)(i)(A); and (B) of this Exhibit C; and (b) except as otherwise provided in Section 5.2(b)(iii), 31 any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. (3iii) all other Any items of income, gain, loss and or deduction otherwise allocable under Section 5.2(b)(i)(B) or 5.2(b)(ii)(B) shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant subject to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, allocation by the General Partner shall utilize in a manner designed to eliminate, to the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate maximum extent possible, Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to in a Contributed Property or Adjusted Property shall only be made otherwise resulting from the application of the "ceiling" limitation (iunder Section 704(c) of the Code or Section 704(c) principles) to the extent necessary allocations provided under Section 5.2(b)(i)(A) or 5.2(b)(ii)(A); PROVIDED, HOWEVER, that unless the General Partner elects to offset do so, the effect Partnership shall not amortize any goodwill or other Section 197 asset which is a Contributed Property and which was not an amortizable Section 197 asset in the hands of the "ceiling rule" described in Regulations Section 1.704-3(b)(1contributor of such asset. (c) on allocations For the proper administration of depreciation deductions with respect to such Contributed Property the Partnership or Adjusted Property, and (ii) from for the allocation preservation of gain uniformity of the Units (or loss) on the sale any class or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or lossclasses thereof). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right sole discretion to utilize the "remedial allocation method" described (i) adopt such conventions as it deems appropriate in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; and (iii) amend the Canyon Ranch Property provisions of this Agreement as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent appropriate (24%x) to nondepreciable land and seventy-six percent reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (76%y) otherwise to depreciable buildingspreserve or achieve uniformity of the Units (or any class or classes thereof). The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend may adopt such conventions, make such allocations and make such amendments to this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C 5.2(c) only if such conventions, allocations or amendments would not have a material adverse effect on the Partners, the holders of Exhibit C any class or unless otherwise agreed to by Canyon Ranch in writingclasses of Units issued and Outstanding of the Partnership, and if such allocations are consistent with the principles of Section 704 of the Code. E. Notwithstanding anything (d) The General Partner in its sole discretion may determine to depreciate the portion of an adjustment under Section 743(b) of the Code attributable to unrealized appreciation in any Adjusted Property (to the contrary contained extent of the unamortized Book-Tax Disparity) using a predetermined rate derived from the depreciation method and useful life applied to the Partnership's common basis of such property, despite the inconsistency of such approach with Treasury Regulation Section 1.167(c)-1(a)(6). If the General Partner determines that such reporting position cannot reasonably be taken, the General Partner may adopt a depreciation convention under which all purchasers acquiring Units in this Section 2.Cthe same month would receive depreciation, based upon the same applicable rate as if they had purchased a direct interest in the Partnership's property. If the General Partner chooses not to utilize such aggregate method, the General Partner may use any other reasonable depreciation convention to preserve the uniformity of the intrinsic tax characteristics of any Units that would not have a material adverse effect on the Limited Partners or the Record Holders of any class or classes of Units. In addition, for purposes of computing the adjustments under Section 2.B(1)(a743(b) of this Exhibit Cthe Code, the General Partner shall have 32 be authorized (but not required) to adopt a convention whereby the authority, price paid by a transferee of Units will be deemed to be the lowest quoted trading price of the Units on any National Securities Exchange on which such Units are traded during the calendar month in its sole and absolute discretionwhich such transfer is deemed to occur pursuant to Section 5.2(g) without regard to the actual price paid by such transferee. (e) Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to elect the method extent possible, after taking into account other required allocations of gain pursuant to this Section 5.2 be used characterized as Recapture Income in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. (f) All items of income, gain, loss, deduction and credit recognized by the Partnership for federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Regulations Section 1.704-3 754 of the Code which may be made by the Partnership; PROVIDED, HOWEVER, that such allocations, once made, shall be adjusted as necessary or appropriate to take into account those adjustments permitted or required by Sections 734 and 743 of the variation between Code. (g) Each item of Partnership income, gain, loss and deduction attributable to a transferred Partnership Interest of the fair market value General Partner or to transferred Units shall, for federal income tax purposes, be determined on an annual basis and prorated on a monthly basis and shall be allocated to the Partners as of the close of the New York Stock Exchange on the last day of the preceding month; PROVIDED, HOWEVER, that gain or loss on a sale or other disposition of any assets of the Partnership other than in the ordinary course of business shall be allocated to the Partners as of the opening of the New York Stock Exchange on the first Business Day of the month in which such gain or loss is recognized for federal income tax purposes. The General Partner may revise, alter or otherwise modify such methods of allocation as it determines necessary, to the extent permitted or required by Section 706 of the Code and the adjusted tax basis regulations or rulings promulgated thereunder. (h) Allocations that would otherwise be made to a Limited Partner under the provisions of that certain Agreement this Article V shall instead be made to the beneficial owner of Sale dated May 30, 1997 Units held by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method acceptable to the General Partner in its sole discretion.

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of 71 Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit Cthe Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; providedshall, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) subject to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Propertyfollowing, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations Section 1.704-3 by the Partnership and such election shall be binding on all Partners. With respect to take into account any Contributed Properties held by the variation between Partnership on the fair market value and Effective Date, the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaserPartnership shall elect to use the "traditional method" set forth in Treasury Regulation ss. C-41.704- 3(b).

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit C, the General Partner shall Code permit a Partnership to utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) alternative methods to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset disparities between the effect Carrying Value of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, property and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit Cits adjusted basis, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations Section 1.704-3 to take into account by the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as sellerPartnership, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4such election shall be binding on all Partners.

Allocations for Tax Purposes. A. (a) Except as otherwise provided in this Section 2herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner as its correlative item of "“book" ” income, gain, loss or deduction is allocated pursuant to Article 6 Sections 5.1 and 5.2. (b) In accordance with Section 704(c) of the Agreement Internal Revenue Code and the Treasury Regulations thereunder, income and deductions with respect to any property carried on the books of the Company at a Gross Asset Value that differs from such property’s adjusted tax basis shall, solely for federal income tax purposes, be allocated among the Members in a manner to take into account any variation between the adjusted tax basis of such property to the Company and such Gross Asset Value. In making such allocations, the Board shall use the remedial allocation method permitted under Treasury Regulations Section 1 1.704-3(d). (c) All recapture of this Exhibit C.income tax deductions resulting from the Disposition of Company Property shall, to the maximum extent possible, be allocated to the Member to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that such Member is allocated any gain from the Disposition of such Company Property. B. Notwithstanding any other provision in this Agreement, in an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, (d) All items of income, gain, loss, deduction, and deduction credit allocable to any Membership Interest that may have been transferred shall be allocated for federal income tax purposes (between the transferor and not for "book" purposes) among the Partners transferee as follows: (a) In agreed by the case of a Contributed Property, such items attributable thereto shall be allocated among transferor and the Partners consistent with transferee and based on the principles of Section 704(c) portion of the Code calendar year during which each was recognized as owning such interest, without regard to whether cash distributions were made to the transferor or the transferee during that takes into account the variation between the Gross Asset Value of such property and its adjusted basis at the time of contribution; and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Propertycalendar year; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only this allocation must be made (i) to the extent necessary to offset the effect in accordance with a method permissible under Section 706 of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to Internal Revenue Code and the applicable Treasury Regulations. If no such Contributed Property or Adjusted Propertyagreement has been made, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using determined by the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, Board in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4reasonable discretion in accordance with such Treasury Regulations.

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "“book" ” income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit C, the General Partner shall Code permit a Partnership to utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) alternative methods to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset disparities between the effect Carrying Value of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, property and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit Cits adjusted basis, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations Section 1.704-3 by the Partnership and such election shall be binding on all Partners. EXHIBIT D NOTICE OF REDEMPTION The undersigned hereby irrevocably (i) elects to take into account redeem __________ OP Units in Clipper Realty L.P. in accordance with the variation between terms of the fair market value Limited Partnership Agreement of Clipper Realty L.P., as amended (the “Partnership Agreement”), and the adjusted tax basis Redemption Right referred to therein, (ii) surrenders such OP Units and all right, title and interest therein and (iii) directs that promptly after the Specified Redemption Date the Cash Amount (as determined by the General Partner) deliverable upon exercise of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as sellerthe Redemption Right be delivered to the address specified below, and Lano Internationalif Common Shares are to be delivered, Inc.such Common Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents, a Delaware corporationwarrants, and Armada/Xxxxxxx Holding Companycertifies that the undersigned (a) has marketable and unencumbered title to such OP Units, a Virginia corporationfree and clear of the rights of or interests of any other person or entity, (b) has the full right, power and authority to redeem and surrender such OP Units as purchaserprovided herein and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consult or approve such redemption and surrender. C-4Capitalized terms used herein have the meanings assigned to them in the Partnership Agreement. Dated: Name of Limited Partner: (Signature of Limited Partner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: If Shares are to be issued, issue to: Name: Please insert social security or identifying number: EXHIBIT E DESIGNATION OF THE PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE LTIP UNITS The following are the terms of the LTIP Units:

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit Cthe Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; providedshall, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) subject to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Propertyfollowing, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations by the Partnership and such election shall be binding on all Partners. With respect to the Contributed Properties transferred to the Partnership in connection with the Consolidation, the Partnership shall elect to use the "traditional method" set forth in Treasury Regulation Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-43(b).

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B B, and (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit Cthe Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; providedshall, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) subject to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Propertyfollowing, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations Section 1.704-3 by the Partnership and such election shall be binding on all Partners. With respect to take into account the variation between Contributed Property transferred to the fair market value and the adjusted tax basis of that Partnership pursuant to certain Agreement of Sale Contribution Agreements dated May 3024, 1997 1996 by and between Rosewood Georgetown Joint Venturethe Partnership and certain contributors, a Texas joint venturethe Partnership shall elect to use the "traditional method" set forth in Treasury Regulation ss.1.704-3(b). EXHIBIT D NOTICE OF REDEMPTION The undersigned hereby irrevocably (i) redeems _________ Partnership Units in CarrAmerica Realty, L.P. in accordance with the terms of the Agreement of Limited Partnership of CarrAmerica Realty, L.P., as selleramended, and Lano Internationalthe Redemption Right referred to therein, Inc.(ii) surrenders such Partnership Units and all right, a Delaware corporationtitle and interest therein and (iii) directs that the Cash Amount or REIT Shares Amount (as determined by CarrAmerica) deliverable upon exercise of the Redemption Right be delivered to the address specified below, and Armada/Xxxxxxx Holding Companyif REIT Shares are to be delivered, a Virginia corporationsuch REIT Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents, warrants, and certifies, that the undersigned (a) has marketable, and unencumbered title to such Partnership Units, free and clear of the rights of or interests of any other person or entity, (b) has the full right, power and authority to redeem and surrender such Partnership Units as purchaserprovided herein and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consult or approve such redemption and surrender. C-4Dated:______________________ Name of Limited Partner:______________________ __________________________________ (Signature of Limited Partner) __________________________________ (Street Address) __________________________________ (City) (State) (Zip Code) Signature Guaranteed by: __________________________________ If REIT Shares are to be issued, issue to: Name: Please insert social security or identifying number: EXHIBIT E CLASS C UNITS Notwithstanding any other provision of the Agreement, including the provisions of Exhibits A through D thereof, Class C Units shall have the following designations, preferences, rights, powers and duties:

Allocations for Tax Purposes. A. Except (a) For federal income tax purposes, except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property6.04, items of income, gain, loss, deduction, credit, depreciation and deduction shall be cost recovery deductions comprising Net Income and Net Loss or otherwise described in, and allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Propertypursuant to, such items attributable thereto Section 6.03 shall be allocated among the Partners and Assignees in the same proportions as such items are allocated pursuant to Section 6.03. (i) For federal income tax purposes, (A) items of income, gain, loss, depreciation and cost recovery deductions attributable to a Contributed Property shall be allocated among the Partners and Assignees in a manner consistent with the principles of Section 704(c) of the Code that takes into account the variation between the Gross Asset Value of such property in order to attempt to eliminate Book-Tax Disparities, and its adjusted basis at the time of contribution; and (bB) except as otherwise provided in this Section 6.04, any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners and Assignees in accordance with this Section 6.04 in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of Section 6.03. Any elections or other decisions relating to such allocations shall be made by the Agreement General Partner in any manner that reasonably reflects the purpose and Section 1 intention of this Exhibit C.Agreement. (aii) In the case For federal income tax purposes, items of income, gain, loss, depreciation and cost recovery deductions attributable to an Adjusted Property, such items shall (1) first, Property will be allocated among the Partners and Assignees (A)(x) first, in a manner consistent with the principles of Section 704(c) of the Code to take attempt to eliminate Book-Tax Disparities, taking into account the Unrealized Gain or Unrealized Loss attributable to difference between the fair market value of such property and its Carrying Value as of the allocations thereof date the Carrying Value of such property was adjusted pursuant to Exhibit B and Section 5.02(b) hereof, and the subsequent allocations made in respect of such property pursuant to Section 5.02(b) hereof, and (2y) second, in the event such property originally was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(16.04(b)(i) of hereof, and (B) except as otherwise provided in this Exhibit C; and (b) Section 6.04, any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners and Assignees in accordance with this Section 6.04 in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.6.03. (3iii) all other Any items of income, gain, loss and or deduction otherwise allocable under Section 6.04 shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant subject to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, allocation by the General Partner shall utilize in a manner designed to eliminate, to the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate maximum extent possible, Book-Tax Disparities attributable to in a Contributed Property or Adjusted PropertyProperty otherwise resulting from the application of the "ceiling" limitation (under Section 704(c) of the Code or Section 704(c) principles) to the allocations provided under Section 6.04(b)(i) or 6.04(b)(ii). (c) All items of income, gain, loss, deduction and credit recognized by the Partnership for federal income tax purposes and allocated to Partners and Assignees in accordance with the provisions of this Section 6.04 shall be determined without regard to any election under Section 754 of the Code which may be made by the Partnership; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only such allocations, once made, will be made (i) to the extent adjusted as necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch appropriate to take into account the difference between the book value those adjustments permitted by Sections 734 and 743 of the Canyon Ranch Property Code and, where appropriate, to provide only Partners and its basis except as provided in this Assignees recognizing gain on Partnership distributions covered by Section 2.C 734 of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything the Code with the federal income tax benefits attributable to the contrary contained increased basis in this Partnership property resulting from any election under Section 2.C, for purposes 754 of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4Code.

Allocations for Tax Purposes. A. Except (a) For federal income tax purposes, except as otherwise provided in this Section 2, for federal income tax purposes3.7, each item of income, gain, loss loss, deduction and deduction credit of the Company shall be allocated among the Partners Members in the same manner as its correlative corresponding item of "book" income, gain, loss or deduction is has been allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.3.6 hereof. B. Notwithstanding any other provision in this Agreement, in (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed any Adjusted Property or Adjusted Contributed Property, items of income, gain, loss, depreciation and deduction shall be allocated for federal income tax purposes cost recovery deductions, attributable to an Adjusted Property or a Contributed Property (and not for having a corresponding "book" purposesitem) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes into account the variation between the Gross Asset Value of such property and its adjusted basis at the time of contribution; and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1) first, be allocated among the Partners Members in a manner consistent with the principles of Section 704(c) of the Code (using the traditional method under Reg. 1.704-3(b)) to take into account eliminate the Unrealized Gain or Unrealized Loss Book-Tax Disparities attributable to such property and the allocations thereof pursuant to Exhibit B and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(1) of this Exhibit C; and (b) any item property. Any items of Residual Gain or Residual Loss attributable to an Adjusted Property or a Contributed Property shall be allocated among the Partners Members in the same manner as its correlative item of their corresponding "book" gain or loss is items have been allocated pursuant to Article 6 of the Agreement and under Section 1 of this Exhibit C.3.6. (3c) all other All items of income, gain, loss loss, deduction, credit and deduction basis allocation recognized by the Company for federal income tax purposes and allocated to the Members in accordance with the provisions hereof shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant determined without regard to Article 6 any election under Section 754 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, Code which may be made by the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted PropertyCompany; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property such allocations, once made, shall only be made (i) to the extent adjusted as necessary to offset the effect take into account those adjustments permitted by Sections 734 and 743 of the "ceiling rule" described in Regulations Section 1.704-3(b)(1Code. (d) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) Any Recapture Income resulting from the allocation of gain (or loss) on the sale or other taxable disposition of such Contributed Property or Adjusted Propertyany Company assets shall be allocated, up to the amount extent possible, after taking into account other required allocations of gain pursuant to this Section 3.7, among the Members (or their successors in interest) in the same proportions and to the extent such Members have been allocated or have claimed any deductions directly or indirectly giving rise to the treatment of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B)as Recapture Income. D. Notwithstanding the foregoing(e) Each item of Company income, for purposes of Section 2.B(l)(a) of this Exhibit Cgain, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities loss, deduction and credit attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property a transferred Company Interest shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of transferor and the Canyon Ranch Property and its basis except transferee in such manner as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authorityManaging Member, in its sole and absolute discretion, to elect determines may be required or permitted by Section 706 of the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4Code.

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "“book" ” income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, loss and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset Section 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of the Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall, subject to any agreements between the Partnership and a Partner, have the authority to elect the method to be used by the Partnership and such election shall be binding on all Partners. Notwithstanding anything to the contrary in this Section 2 of Exhibit C, the General Partner shall utilize elect to apply the "traditional method with curative allocations" option described “traditional” method, as defined in Regulations Section 1.704-3(c) 3(b), to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made the disparities between the Carrying Values and the adjusted tax bases of (i) the properties contributed to the extent necessary Partnership in consideration for OP Units pursuant to offset the effect of transactions contemplated by the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted PropertyCombination Agreement (the “Combination”), and (ii) from the allocation of gain (or loss) on assets owned by the sale or other disposition of such Contributed Property or Adjusted Property, up Partnership immediately prior to the amount of such gain (or loss)transactions contemplated by the Combination Agreement. This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have and the right JBG Parties may agree to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) apply a different method to eliminate Book-Tax Disparities attributable to the contribution one or more properties contributed to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect pursuant to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2)Combination, the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent if (24%x) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line such method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to is permitted by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 of the Regulations, and (y) the parties to take into account the variation between Combination Agreement agree, prior to the fair market value closing of the Combination, that electing a method other than the “traditional” method is mutually beneficial. The undersigned hereby irrevocably (i) redeems Partnership Units in JBG Realty, L.P. in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of JBG Realty, L.P., as amended, and the adjusted tax basis Redemption Right referred to therein, (ii) surrenders such Partnership Units and all right, title and interest therein and (iii) directs that the Cash Amount or Shares Amount (as determined by the General Partner) deliverable upon exercise of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as sellerthe Redemption Right be delivered to the address specified below, and Lano Internationalif Shares are to be delivered, Inc.such Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents, a Delaware corporationwarrants, and Armada/Xxxxxxx Holding Companycertifies that the undersigned (a) has marketable and unencumbered title to such Partnership Units, a Virginia corporationfree and clear of the rights of or interests of any other person or entity, (b) has the full right, power and authority to redeem and surrender such Partnership Units as purchaserprovided herein and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consult or approve such redemption and surrender. C-4Dated: Name of Limited Partner: (Signature of Limited Partner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: Name: Social Security or tax identifying number: PART I DRO PARTNERS DRO AMOUNT

Allocations for Tax Purposes. A. (a) Except as otherwise provided in this Section 29.7, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners Shareholders in the same manner as its correlative item of "book" income, gain, loss or deduction (computed in accordance with Section 9.2) is allocated pursuant to Article 6 of the Agreement Sections 9.5 and Section 1 of this Exhibit C.9.6. B. Notwithstanding any other provision in this Agreement, in (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation and deduction cost recovery deductions shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners Shareholders as follows: (a1) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with Shareholders in the principles of manner provided under Section 704(c) of the Code that takes into account the variation between the Gross Asset Agreed Value of such property and its adjusted basis at the time of contribution; and and (bB) except as otherwise provided in Section 9.7(b)(4), any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners Shareholders in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement Sections 9.5 and Section 1 of this Exhibit C. 9.6. 33 (a2) (A) In the case of an Adjusted Property, such items shall shall (1) first, be allocated among the Partners Shareholders in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and Sections 9.1(c)(1) or 9.1(c)(2), and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners Shareholders in a manner consistent with Section 2.B.(19.7(b)(1)(A); and (B) of this Exhibit C; and (b) except as otherwise provided in Section 9.7(b)(4), any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners Shareholders in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement Sections 9.5 and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B)9.6. D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "“book" ” income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of the Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall, subject to the following, have the authority to elect the method to be used by the Partnership and such election shall be binding on all Partners. Notwithstanding anything to the contrary in this Section 2 of Exhibit C, the General Partner shall utilize elect to apply the "“traditional method with curative allocations" option described method” set forth in Regulations Section 1.704-3(c3(b) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) the disparities between the Carrying Value of property and its adjusted tax bases of the properties contributed to the extent necessary to offset the effect of the "ceiling rule" described Partnership in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up consideration for Partnership Units pursuant to the amount transactions contemplated by the Master Transaction Agreement, dated as of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoingOctober 31, for purposes 2016, by and among Vornado Realty Trust, Vornado Realty L.P., JBG Properties Inc., JBG/Operating Partners, L.P., certain affiliates of Section 2.B(l)(a) of this Exhibit CJBG Properties Inc. and JBG/Operating Partners, L.P., the General Partner and the Partnership, and such election shall have be binding on all Partners. The undersigned hereby irrevocably (i) elects to redeem __________ Partnership Units in JBG XXXXX Properties LP in accordance with the terms of the Limited Partnership Agreement of JBG XXXXX Properties LP, as amended (the “Partnership Agreement”), and the Redemption Right referred to therein, (ii) surrenders such Partnership Units and all right, title and interest therein and (iii) directs that promptly after the Specified Redemption Date the Cash Amount or Shares Amount (as determined by the General Partner) deliverable upon exercise of the Redemption Right be delivered to the address specified below, and if Shares are to be delivered, such Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents, warrants, and certifies that the undersigned (a) has marketable and unencumbered title to such Partnership Units, free and clear of the rights of or interests of any other person or entity, (b) has the full right, power and authority to redeem and surrender such Partnership Units as provided herein and (c) has obtained the consent or approval of all persons or entities, if any, having the right to utilize consult or approve such redemption and surrender. Capitalized terms used herein have the "remedial allocation method" described meanings assigned to them in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership Agreement. Dated: Name of Limited Partner: (Signature of Limited Partner) (Street Address) (City) (State) (Zip Code) Name: Please insert social security or identifying number: EXHIBIT E DESIGNATION OF THE PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE LTIP UNITS The following are the terms of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4LTIP Units:

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "“book" ” income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset Section 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit C, the General Partner shall Code permit a Partnership to utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) alternative methods to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset disparities between the effect Carrying Value of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, property and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit Cits adjusted basis, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations Section 1.704-3 to take into account by the variation between Partnership and such election shall be binding on all Partners. The undersigned hereby irrevocably (i) redeems Partnership Units in RLJ Lodging Trust, L.P. in accordance with the fair market value terms of the First Amended and Restated Agreement of Limited Partnership of RLJ Lodging Trust, L.P., as amended, and the adjusted tax basis Redemption Right referred to therein, (ii) surrenders such Partnership Units and all right, title and interest therein and (iii) directs that the Cash Amount or Shares Amount (as determined by the General Partner) deliverable upon exercise of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as sellerthe Redemption Right be delivered to the address specified below, and Lano Internationalif Shares are to be delivered, Inc.such Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents, a Delaware corporationwarrants, and Armada/Xxxxxxx Holding Companycertifies that the undersigned (a) has marketable and unencumbered title to such Partnership Units, a Virginia corporationfree and clear of the rights of or interests of any other person or entity, (b) has the full right, power and authority to redeem and surrender such Partnership Units as purchaserprovided herein and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consult or approve such redemption and surrender. C-4Dated: Name of Limited Partner: (Signature of Limited Partner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: IF SHARES ARE TO BE ISSUED, ISSUE TO: Name: Social Security or tax identifying number: PART I DRO PARTNERS PART II DRO PARTNERS

Allocations for Tax Purposes. A. (a) Except as otherwise provided in this Section 2herein, for federal income tax purposes, each item of income, gain, loss and deduction which is recognized by the Company for federal income tax purposes shall be allocated among the Partners Members in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.01 hereof. B. Notwithstanding any other provision in this Agreement, in (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and deduction cost recovery deductions shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners Members as follows: (aA) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with Members in the principles of Section manner provided under section 704(c) of the Code and section 1.704-3(b) of the Treasury Regulations (i.e. the "traditional method") that takes into account the variation between the Gross Asset Agreed Value of such property and its adjusted basis at the time of contribution; and and (bB) except as otherwise provided in Section 5.02(b)(iii), any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners Members in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.01. (aii) (A) In the case of an Adjusted Property, such items shall shall (1) first, be allocated among the Partners Members in a manner consistent with the principles of Section section 704(c) of the Code and section 1.704-3(b) of the Treasury Regulations (i.e. the "traditional method") to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and Section 4.06(d)(i) or (ii), and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners Members in a manner consistent with Section 2.B.(15.02(b)(i); and (B) of this Exhibit C; and (b) except as otherwise provided in Section 5.02(b)(iii), any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners Members in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.01. (3iii) all other Any items of income, gain, loss and or deduction otherwise allocable under Section 5.02(b)(i)(B) or 5.02(b)(ii)(B) shall be allocated among subject to allocation by the Partners Company in a manner designed to eliminate, to the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit Cmaximum extent possible, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to in a Contributed Property or Adjusted PropertyProperty otherwise resulting from the application of the "ceiling" limitation (under section 704(c) of the Code or section 704(c) principles) to the allocations provided under Sections 5.02(b)(i)(A) and 5.02(b)(ii)(A). (c) For the proper administration of the Company, the Company shall (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special curative allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions pursuant to section 1.704 3(c) of the Treasury Regulations to eliminate the impact of the "ceiling" limitation (under section 704(c) of the Code as Section 704 principles) to the allocations provided in Section 5.02(b); and (iii) amend the provisions of this Agreement as appropriate to reflect the proposal or promulgation of Treasury Regulations under section 704(b) or section 704(c) of the Code. The Company may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 5.02(c) only if such conventions, allocations or amendments are consistent with the principles of section 704 of the Code. (d) The Company may determine to depreciate the portion of an adjustment under section 743(b) of the Code attributable to unrealized appreciation in any Adjusted Property (to the extent of the unamortized Book-Tax Disparity) using a predetermined rate derived from the depreciation method and useful life applied to the Company's common basis of such property, despite the inconsistency of such with Proposed Treasury Regulation section 1.168-2(n) and Treasury Regulation section 1.167(c)-l(a)(6), or any successor provisions. If the Company determines that such reporting position cannot reasonably be taken, the Company may adopt any reasonable depreciation convention that would not have a material adverse effect on the Members. (e) Any gain allocated to the Members upon the sale or other taxable disposition of any Company asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.02 be characterized as Recapture Income in the same proportions and the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. (f) All items of income, gain, loss, deduction and credit recognized by the Company for federal income tax purposes and allocated to the Members in accordance with the provisions hereof shall be determined without regard to any election under section 754 of the Code which may be made by the Company; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Propertyallocations, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Propertyonce made, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch adjusted as necessary or appropriate to take into account the difference between the book value those adjustments permitted or required by sections 734 and 743 of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writingCode. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4of

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit Cthe Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; providedshall, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) subject to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Propertyfollowing, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations by the Partnership and such election shall be binding on all Partners; provided that, to the extent that the General Partner has agreed to use a particular method with respect to a C-3 91 Contributed Property, the General Partner shall be bound by such agreement (including, without limitation, the agreements set forth in Exhibit E hereto) pursuant to the terms thereof. With respect to the Contributed Property transferred to the Partnership in connection with the Consolidation and the BRE/Worldwide L.L.C. purchase, the Partnership shall elect to use the "traditional method" set forth in Treasury Regulation Section 1.704-3 to take into account 3(b). EXHIBIT D NOTICE OF REDEMPTION The undersigned hereby irrevocably (i) redeems _________ Partnership Units in EOP Operating Limited Partnership in accordance with the variation between terms of the fair market value Agreement of Limited Partnership of EOP Operating Limited Partnership, as amended, and the adjusted tax basis Redemption Right referred to therein, (ii) surrenders such Partnership Units and all right, title and interest therein and (iii) directs that the Cash Amount or Shares Amount (as determined by the General Partner) deliverable upon exercise of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as sellerthe Redemption Right be delivered to the address specified below, and Lano Internationalif Shares are to be delivered, Inc.such Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents, a Delaware corporationwarrants, and Armada/Xxxxxxx Holding Companycertifies that the undersigned (a) has marketable and unencumbered title to such Partnership Units, a Virginia corporationfree and clear of the rights of or interests of any other person or entity, (b) has the full right, power and authority to redeem and surrender such Partnership Units as purchaserprovided herein and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consult or approve such redemption and surrender. C-4Dated: Name of Limited Partner: --------------- --------------------- ------------------------------ (Signature of Limited Partner) ------------------------------ (Street Address) ------------------------------ (City) (State) (Zip Code) Signature Guaranteed by: ------------------------------ IF SHARES ARE TO BE ISSUED, ISSUE TO: Name: -------------------------------------------------- Social Security or tax identifying number: -------------------- EXHIBIT E PROTECTED PARTNERS AND PROTECTED AMOUNTS PART I PROTECTED PARTNERS PROTECTED AMOUNT

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Sections 6.1 and 6.3 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit Cthe Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; providedshall, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) subject to the extent necessary to offset the effect terms of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Propertyany Applicable Contribution Agreement, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under by the Partnership and such election shall be binding on all Partners; provided, however, that the Section 704(c) method to be used by the Partnership in connection with the transfer of assets to the Partnership by the General Partner shall be the traditional method with curative allocations limited solely to allocations of gain and ordinary income recapture recognized by the Partnership upon the sale of such assets to the extent allocations of depreciation (as computed for tax purposes) with respect to such assets to the other Partners have been limited by the "ceiling rule," as described in Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-43(c)(iii)(B).

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "“book" ” income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit C, the General Partner shall Code permit a Partnership to utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) alternative methods to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset disparities between the effect Carrying Value of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, property and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit Cits adjusted basis, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations Section 1.704-3 by the Partnership and such election shall be binding on all Partners. EXHIBIT D NOTICE OF REDEMPTION The undersigned hereby irrevocably (i) elects to take into account redeem __________ OP Units in Clipper Realty L.P. in accordance with the variation between terms of the fair market value Limited Partnership Agreement of Clipper Realty L.P., as amended (the “Partnership Agreement”), and the adjusted tax basis Redemption Right referred to therein, (ii) surrenders such OP Units and all right, title and interest therein and (iii) directs that promptly after the Specified Redemption Date the Cash Amount (as determined by the General Partner) deliverable upon exercise of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as sellerthe Redemption Right be delivered to the address specified below, and Lano Internationalif Common Shares are to be delivered, Inc.such Common Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents, a Delaware corporationwarrants, and Armada/Xxxxxxx Holding Companycertifies that the undersigned (a) has marketable and unencumbered title to such OP Units, a Virginia corporationfree and clear of the rights of or interests of any other person or entity, (b) has the full right, power and authority to redeem and surrender such OP Units as purchaserprovided herein and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consult or approve such redemption and surrender. C-4Capitalized terms used herein have the meanings assigned to them in the Partnership Agreement. Dated: Name of Limited Partner: (Signature of Limited Partner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: Name: Please insert social security or identifying number: The following are the terms of the LTIP Units:

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit Cthe Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; providedshall, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) subject to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Propertyfollowing, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations Section by the Partnership and such election shall be binding on all Partners. With respect to the Contributed Property transferred to the Partnership as of the Effective Date, the Partnership shall elect to use the "traditional method" set forth in Treasury Regulation ss. 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-43(b).

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit Cthe Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; providedshall, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) subject to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Propertyfollowing, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations by the Partnership and such election shall be binding on all Partners. With respect to the Contributed Property transferred to the Partnership in connection with the Consolidation, the Partnership shall elect to use the "traditional method" set forth in Treasury Regulation Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-41.704- 3(b).

Allocations for Tax Purposes. A. Except (a) For federal income tax purposes, and except as otherwise provided in this Section 23.2, for federal income tax purposes, each item of income, gain, loss and deduction the allocations provided in Section 3.1 shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant applicable. (b) Pursuant to Article 6 Section 704(c) of the Agreement Code and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation and deduction cost recovery and amortization deductions shall be allocated solely for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a1) In the case of a Contributed Property, other than the Freeport Facility, items of income, gain, loss or deduction attributable thereto shall be allocated under Treasury Regulations Section 1.704-3(b)(1), using the traditional method without curative allocations, and any items of Residual Gain or Residual Loss attributable to any Contributed Property shall be allocated among the Partners in accordance with Section 3.1(a). (ii) In the case of the Freeport Facility, items of income, gain, loss or deduction attributable thereto shall first be allocated under Treasury Regulation Section 1.704-3(b)(1). To the extent that the ceiling rule (as defined in Treasury Regulation Section 1.704-3(b)(1)) results in an allocation to a Noncontributing Partner for Capital Account purposes different from the corresponding tax allocation, and consistent with Treasury Regulation Section 1.704-3T(d)(1) and (3), a remedial allocation of income, gain, loss or deduction shall be made to such Noncontributing Partner equal to the full amount of said difference, and a simultaneous offsetting remedial allocation of deduction, loss, gain or income shall be made to the Contributing Partner. (iii) In the case of an Adjusted Property, such items attributable thereto shall be allocated among the Partners generally consistent with the principles of Section 704(csubparagraph 3.2(b)(i) of the Code that takes into account the variation between the Gross Asset Value of such property and its adjusted basis at the time of contribution; and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners hereof in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Propertyall property other than the Freeport Facility, such items shall and subparagraph 3.2 (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and (2) secondb)(ii), in the case of the Freeport Facility. In the event such property Adjusted Property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(1allocations under this paragraph 3.2(b) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) made sequentially to eliminate (1) the Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) Disparity relating to the extent necessary to offset change in Carrying Values following the effect of the "ceiling rule" events described in Regulations Section 1.704-3(b)(1subparagraphs 2.6(d)(i) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from hereof and (2) the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate remaining Book-Tax Disparities attributable Disparity (if any) created at the time such property was contributed to the contribution to Partnership. (c) It is intended that the Partnership allocations prescribed in this Section 3.2 constitute allocations for federal income tax purposes that are consistent with Section 704 of the Canyon Ranch Property specified Code and comply with any limitations or restrictions therein. The General Partner, acting upon the advice of counsel, shall have sole and complete discretion to adopt such conventions as it deems necessary or appropriate in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2)depreciation, the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land cost recovery and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writingamortization deductions. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. (i) Except as otherwise provided in this Section 26.2(c)(ii), items of Company income, gain, loss, deduction and expense shall be allocated for federal federal, state and local income tax purposespurposes among the Members in the same manner as the income, each item gain, loss, deduction and expense of which such items are components were allocated pursuant to Section 6.2(a) and (b). (ii) All items of income, gain, loss and deduction in respect of Contributed Property for federal income tax purposes shall be allocated among the Partners Members in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of provided under Section 704(c) of the Code that takes into account the variation between the Gross Asset Agreed Value of such property and its adjusted tax basis at the time of contribution; and . In the event that the Carrying Value of any Company asset is adjusted pursuant to paragraph (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 definition of this Exhibit C. (a) In the case of an Adjusted PropertyCarrying Value hereof, such items shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the subsequent allocations thereof pursuant to Exhibit B and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction with respect to such asset shall take account any variation between the adjusted tax basis of such asset and its Carrying Value in the same manner as under Section 704(c) of the Code and the Regulations thereunder. (iii) For purposes of Section 1.752-3(a)(3) of the Regulations, the Members agree that Company Nonrecourse Liabilities in excess of the sum of (A) the amount of Minimum Gain attributable to Company Nonrecourse Liabilities and (B) the total amount of taxable gain, if any, that would be allocated to the Members under Section 704(c) of the Code if the Company were to dispose of all Company assets (in a taxable transaction) subject to one or more Company Nonrecourse Liabilities in full satisfaction thereof shall be allocated among the Partners Members in the same manner as accordance with their correlative item of "book" gain or loss is allocated respective Sharing Ratios. (iv) Allocations pursuant to Article 6 this Section 6.2(c) are solely for federal, state and local tax purposes and shall not affect, or in any way be taken into account in computing, any Member's Capital Account or share of income, gain, loss, deduction and expense described in Section 6.2(a) or (b) or distributions pursuant to any provision of this Agreement. (v) The Members are aware of the Agreement tax consequences of the allocations made by this Section 6.2(c) and Section 1 hereby agree to be bound by the provisions of this Exhibit C. C. For purposes Section 6.2(c) in reporting their shares of Sections 2.B(1)(a) items of Company income, gain, loss, deduction and 2.B(2)(a) of this Exhibit C, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B)expense. D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "“book" ” income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset Section 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit Cthe Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall utilize shall, subject to any agreements between the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to Partnership and a Contributed Property or Adjusted Property; providedPartner, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations Section 1.704-3 to take into account by the variation between Partnership and such election shall be binding on all Partners. The undersigned hereby irrevocably (i) redeems Partnership Units in CarrAmerica Realty Operating Partnership, L.P. in accordance with the fair market value terms of the Agreement of Limited Partnership of CarrAmerica Realty Operating Partnership, L.P., as amended, and the adjusted tax basis Redemption Right referred to therein, (ii) surrenders such Partnership Units and all right, title and interest therein and (iii) directs that the Cash Amount or Shares Amount (as determined by the General Partner) deliverable upon exercise of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as sellerthe Redemption Right be delivered to the address specified below, and Lano Internationalif Shares are to be delivered, Inc.such Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents, a Delaware corporationwarrants, and Armada/Xxxxxxx Holding Companycertifies that the undersigned (a) has marketable and unencumbered title to such Partnership Units, a Virginia corporationfree and clear of the rights of or interests of any other person or entity, (b) has the full right, power and authority to redeem and surrender such Partnership Units as purchaserprovided herein and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consult or approve such redemption and surrender. C-4Dated: Name of Limited Partner: (Signature of Limited Partner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: IF SHARES ARE TO BE ISSUED, ISSUE TO: Name: Social Security or tax identifying number: PART I DRO PARTNERS DRO AMOUNT PART II DRO PARTNERS In accordance with Sections 4.2.A and 4.2.D of the Agreement, set forth below are the terms and conditions of the Series E Preferred Units hereby established that will be issued by the Partnership to the General Partner. All capitalized terms used in this Attachment A and not otherwise defined shall have the meanings assigned in the Agreement.

Allocations for Tax Purposes. A. (a) Except as otherwise provided in this Section 2herein, for federal income tax purposes, each item of income, gain, loss and deduction which is recognized by the Company for federal income tax purposes shall be allocated among the Partners Members in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1 hereof. B. Notwithstanding any other provision in this Agreement, in (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and deduction cost recovery deductions shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners Members as follows: (aA) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with Members in the principles of Section manner provided under section 704(c) of the Code and section 1.704-3(b) of the Treasury Regulations (i.e. the "traditional method") that takes into account the variation between the Gross Asset Value of such property and its adjusted basis at the time of contribution; and and (bB) except as otherwise provided in Section 5.2(b)(iii), any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners Members in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. (aii) (A) In the case of an Adjusted Property, such items shall shall (1) first, be allocated among the Partners Members in a manner consistent with the principles of Section section 704(c) of the Code and section 1.704-3(b) of the Treasury Regulations (i.e. the "traditional method") to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and Section 4.5(d)(i), (ii), or (iii) and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners Members in a manner consistent with Section 2.B.(15.2(b)(i); and (B) of this Exhibit C; and (b) except as otherwise provided in Section 5.2(b)(iii), any item of Residual Gain or Residual Loss 38 44 attributable to an Adjusted Property shall be allocated among the Partners Members in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. (3iii) all other Any items of income, gain, loss and or deduction otherwise allocable under Section 5.2(b)(i)(B) or 5.2(b)(ii)(B) shall be allocated among subject to allocation by the Partners Company in a manner designed to eliminate, to the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit Cmaximum extent possible, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to in a Contributed Property or Adjusted PropertyProperty otherwise resulting from the application of the "ceiling" limitation (under section 704(c) of the Code or section 704(c) principles) to the allocations provided under Sections 5.2(b)(i)(A) and 5.2(b)(ii)(A). (c) For the proper administration of the Company, the Company shall (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; provided, that such depreciation, amortization and cost recovery methods shall be the most accelerated methods allowed under federal tax laws]; (ii) make special curative allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions pursuant to section 1.704-3(c) of the Treasury Regulations to eliminate the impact of the "ceiling" limitation (under section 704(c) of the Code and section 704 principles) to the allocations provided in Section 5.2(b); and (iii) amend the provisions of this Agreement as appropriate to reflect the proposal or promulgation of Treasury Regulations under section 704(b) or section 704(c) of the Code. The Company may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 5.2(c) only if such conventions, allocations or amendments are consistent with the principles of section 704 of the Code. (d) The Company may determine to depreciate the portion of an adjustment under section 743(b) of the Code attributable to unrealized appreciation in any Adjusted Property (to the extent of the unamortized Book-Tax Disparity) using a predetermined rate derived from the depreciation method and useful life applied to the Company's common basis of such property, despite the inconsistency of such with Proposed Treasury Regulation section 1.168-2(n) and Treasury Regulation section 1.167(c)-1(a)(6), or any successor provisions. If the Company determines that such reporting position cannot reasonably be taken, the Company may adopt any reasonable depreciation convention that would not have a material adverse effect on the Members. (e) Any gain allocated to the Members upon the sale or other taxable disposition of any Company asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.2 be characterized as Recapture Income in the same proportions and the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. (f) All items of income, gain, loss, deduction and credit recognized by the Company for federal income tax purposes and allocated to the Members in accordance with the provisions hereof shall be determined without regard to any election under section 754 of the Code which may be made by the Company; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Propertyallocations, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Propertyonce made, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch adjusted as necessary or appropriate to take into account the difference between the book value those adjustments permitted or required by sections 734 and 743 of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writingCode. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. (a) Except as otherwise provided in this Section 2herein, for federal income tax purposes, each item of income, gain, loss and deduction which is recognized by the Partnership for federal income tax purposes shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. B. Notwithstanding any other provision in this Agreement, in (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and deduction cost recovery deductions shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (ai) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with in the principles of manner provided under Section 704(c) of the Code that takes into account the variation between the Gross Asset Agreed Value of such property and its adjusted basis at the time of contribution; and and (bB) except as otherwise provided in Section 5.2(b)(iii), any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. (aii) (A) In the case of an Adjusted Property, such items shall shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and Section 4.6(d)(i) or (ii), and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(15.2(b)(i)(A); and (B) of this Exhibit C; and (b) except as otherwise provided in Section 5.2(b)(iii), any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. 30 (3iii) all other Any items of income, gain, loss and or deduction otherwise allocable under Section 5.2(b)(i)(B) or 5.2(b)(ii)(B) shall be allocated among subject to allocation by the Partners General Partner in a manner designed to eliminate, to the same manner as their correlative item of "book" gain maximum extent possible, Book-Tax Disparities in a Contributed Property or loss is allocated pursuant to Article 6 Adjusted Property otherwise resulting from the application of the Agreement and "ceiling" limitation (under Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a704(c) of this Exhibit Cthe Code or Section 704(c) principles) to the allocations provided under Section 5.2(b)(i)(A) or 5.2(b)(ii)(A). (c) For the proper administration of the Partnership or for the preservation of uniformity of the Units (or any class or classes thereof), the General Partner shall utilize have sole discretion to (i) adopt such conventions as it deems appropriate in determining the "traditional method with curative allocations" option described in Regulations Section 1.704-3(camount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; and (iii) amend the provisions of this Agreement as appropriate (x) to eliminate reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Units (or any class or classes thereof). The General Partner may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 5.2(c) only if such conventions, allocations or amendments would not have a material adverse effect on the Partners, the holders of any class or classes of Units issued and Outstanding of the Partnership, and if such allocations are consistent with the principles of Section 704 of the Code. (d) The General Partner in its sole discretion may determine to depreciate the portion of an adjustment under Section 743(b) of the Code attributable to unrealized appreciation in any Adjusted Property (to the extent of the unamortized Book-Tax Disparities attributable Disparity) using a predetermined rate derived from the depreciation method and useful life applied to the Partnership's common basis of such property, despite the inconsistency of such approach with Treasury Regulation Section 1.167(c)-1(a)(6). If the General Partner determines that such reporting position cannot reasonably be taken, the General Partner may adopt a Contributed Property depreciation convention under which all purchasers acquiring Units in the same month would receive depreciation, based upon the same applicable rate as if they had purchased a direct interest in the Partnership's property. If the General Partner chooses not to utilize such aggregate method, the General Partner may use any other reasonable depreciation convention to preserve the uniformity of the intrinsic tax characteristics of any Units that would not have a material adverse effect on the Limited Partners or Adjusted Propertythe Record Holders of any class or classes of Units. In addition, for purposes of computing the adjustments under Section 743(b) of the Code, the General Partner shall be authorized (but not required) to adopt a convention whereby the price paid by a transferee of Units will be deemed to be the lowest quoted trading price of the Units on any National Securities Exchange on which such Units are traded during the calendar month in which such transfer is deemed to occur pursuant to Section 5.2(g) without regard to the actual price paid by such transferee. (e) Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.2 be characterized as 31 Recapture Income in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. (f) All items of income, gain, loss, deduction and credit recognized by the Partnership for federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code which may be made by the Partnership; provided, however, that curative allocations with respect such allocations, once made, shall be adjusted as necessary or appropriate to take into account those adjustments permitted or required by Sections 734 and 743 of the Code. (g) Each item of Partnership income, gain, loss and deduction attributable to a Contributed Property transferred Partnership Interest of the General Partner or Adjusted Property to transferred Units shall, for federal income tax purposes, be determined on an annual basis and prorated on a monthly basis and shall only be made (i) allocated to the extent necessary to offset the effect Partners as of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations close of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) New York Stock Exchange on the last day of the preceding month; provided, however, that gain or loss on a sale or other disposition of such Contributed Property or Adjusted Property, up any assets of the Partnership other than in the ordinary course of business shall be allocated to the amount Partners as of the opening of the New York Stock Exchange on the first Business Day of the month in which such gain or loss is recognized for federal income tax purposes. The General Partner may revise, alter or otherwise modify such methods of allocation as it determines necessary, to the extent permitted or required by Section 706 of the Code and the regulations or rulings promulgated thereunder. (h) Allocations that would otherwise be made to a Limited Partner under the provisions of this Article V shall instead be made to the beneficial owner of Units held by a nominee in any case in which the nominee has furnished the identity of such gain (or loss). This curative allocation provision is intended owner to comply the Partnership in accordance with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a6031(c) of this Exhibit C, the Code or any other method acceptable to the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4.

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "“book" ” income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset Section 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit Cthe Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall utilize shall, subject to any agreements between the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to Partnership and a Contributed Property or Adjusted Property; providedPartner, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations Section 1.704-3 to take into account by the variation between Partnership and such election shall be binding on all Partners. The undersigned hereby irrevocably (i) redeems Partnership Units in Kite Realty Group, L.P. in accordance with the fair market value terms of the Agreement of Limited Partnership of Kite Realty Group, L.P., as amended, and the adjusted tax basis Redemption Right referred to therein, (ii) surrenders such Partnership Units and all right, title and interest therein and (iii) directs that the Cash Amount or Shares Amount (as determined by the General Partner) deliverable upon exercise of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as sellerthe Redemption Right be delivered to the address specified below, and Lano Internationalif Shares are to be delivered, Inc.such Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents, a Delaware corporationwarrants, and Armada/Xxxxxxx Holding Companycertifies that the undersigned (a) has marketable and unencumbered title to such Partnership Units, a Virginia corporationfree and clear of the rights of or interests of any other person or entity, (b) has the full right, power and authority to redeem and surrender such Partnership Units as purchaserprovided herein and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consult or approve such redemption and surrender. C-4Dated: Name of Limited Partner: (Signature of Limited Partner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: IF SHARES ARE TO BE ISSUED, ISSUE TO: Name: Social Security or tax identifying number: PART I DRO PARTNERS DRO AMOUNT PART II DRO PARTNERS

Allocations for Tax Purposes. A. (i) Except as otherwise provided in this Section 2herein, for federal income tax purposes, each item of income, gain, loss loss, and deduction which is recognized by the Partnership, for federal income tax purposes, shall be allocated among the Partners in the same manner as its correlative item of "book" incomeincome , gain, loss loss, or deduction is allocated pursuant to Article 6 of the Agreement paragraphs a. and Section 1 b. of this Exhibit C.Article XII. B. Notwithstanding any other provision in this Agreement, in (ii) In an attempt to eliminate Book-Tax Book- Tax. Disparities attributable to a Contributed Property or Adjusted Property, items each item of income, gain, loss, depreciation, depletion, and cost recovery deduction which is recognized by the Partnership, for federal income tax purposes, shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: : (a) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with in the principles of manner provided under Section 704(c) of the Code that takes into account the variation between the Gross Asset Agreed Value of such property and its adjusted basis at the time of contribution; and and (bB) except as otherwise provided in paragraph c(ii)(c) of this Article XII hereof any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "'book" gain or loss is allocated pursuant to this Article 6 XII. (iii) Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the Agreement and Section 1 extent possible, after taking into account other required allocations of gain pursuant to this paragraph c of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1) firstArticle XII, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners characterized as Recapture Income in the same manner proportions and to the same extent as its correlative item such Partners have been allocated any deductions directly or indirectly giving rise to the treatment of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.such gains as Recapture Income. (3iv) all other All items of income, gain, loss loss, deduction, and deduction shall be credit recognized by the Partnership for federal income tax purposes and allocated among to the Partners in accordance with the same manner as their correlative item of "book" gain or loss is allocated pursuant provisions hereof shall be determined without regard to Article 6 any election under Section 754 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, Code which may be made by the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted PropertyPartnership; provided, however, that curative allocations with respect such allocations, once made, shall be adjusted as necessary or appropriate to a Contributed Property take into account those adjustments permitted or Adjusted Property shall only required by Sections 734 and 743 of the Code. (v) Each item of income, gain, expense, loss, deduction, or credit allocable to any Partnership Interest which may have been transferred during any year shall, if permitted by law, be made (i) allocated during such year, in proportion to the extent necessary to offset number of calendar days for which each such holder was recognized as the effect owner of the "ceiling rule" described Partnership Interest during such year, without regard to the results of Partnership operations during the period in Regulations Section 1.704-3(b)(1) on allocations which such holders were recognized as the owner thereof and without regard to the date, amount, or recipient of depreciation deductions any distributions which may have been made with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B)Partnership Interest. D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. Except (a) For federal, state and local income tax purposes, except as otherwise provided in this Section 2, for federal income tax purposes6.3, each item of the Company’s income, gain, loss loss, deduction and deduction credit shall be allocated among to the Partners in Members consistent with the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items allocations of income, gain, loss, deduction and deduction shall credit described in Section 6.2. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gains, losses, deductions and credits with respect to any property (other than cash) contributed by a Member to the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes (and not for "book" purposes) among its initial Book Value using the Partners as follows: (a) remedial allocation method set forth in Treasury Regulations Section 1.704-3(d). In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(cany property whose Book Value is adjusted under clause (b) or clause (c) of the Code that takes into definition of Book Value contained in Section 1.1, subsequent allocations of income, gain, loss, deduction and credit with respect to such property shall take account the of any variation between the Gross Asset Value adjusted basis of such property asset for federal income tax purposes and its adjusted basis at the time of contribution; and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners Book Value in the same manner as its correlative item of "book" gain under Code Section 704(c) and the Treasury Regulations thereunder. Any elections or loss is allocated pursuant other decisions relating to Article 6 of such allocations shall be made by the Agreement Managing Member in any manner that reasonably reflects the purpose and Section 1 intention of this Exhibit C.Agreement. (ac) In the case Depreciation or amortization recapture under Code Sections 1245 and 1250, as well as any other type of an Adjusted Property, such recapture of ordinary income items shall (1) first, to the maximum extent possible, be allocated among to the Partners in a manner consistent with Members that were allocated the principles of Section 704(c) of the Code to take into account the Unrealized Gain depreciation, amortization or Unrealized Loss attributable other deductions giving rise to such property and the allocations thereof pursuant to Exhibit B andrecapture amounts. (2d) second, The Company’s “excess nonrecourse liabilities” (as defined in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Treasury Regulations Section 2.B.(11.752-3(a)(3)) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among to the Partners Members in proportion to their respective Sharing Percentages. (e) To reflect any Disposal of Membership Interests or other variations in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Membership Interests of the Agreement Members during any taxable year or other relevant taxable period, allocations of taxable income and Section 1 of this Exhibit C. (3) all loss for such taxable year or other items of income, gain, loss and deduction relevant taxable period shall be allocated among determined by the Partners in Managing Member on a daily, monthly or other basis using any method permitted by the same manner as their correlative item provisions of "book" gain or loss is allocated pursuant to Article 6 of Code Section 706 and the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, the General Partner shall utilize the "traditional method with curative allocations" option described in Treasury Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Propertythereunder; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect approval of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition Member Disposing of such Contributed Property or Adjusted Property, up Membership Interests shall be required in order to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704use any method other than a closing-3(c)(3)(iii)(B)of-the-books method. D. Notwithstanding (f) The Members are aware of the foregoing, for purposes income and other tax consequences of Section 2.B(l)(a) the allocations made by this Article VI and hereby agree to be bound by the provisions of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described Article VI in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership reporting their shares of items of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2)Company’s income, the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land gain, loss, deduction and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writingcredit. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes into account the variation between the Gross Asset Value of such property and its adjusted basis at the time of contribution; and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all All other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-43

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "“book" ” income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset Section 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit Cthe Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall utilize shall, subject to any agreements between the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to Partnership and a Contributed Property or Adjusted Property; providedPartner, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations Section 1.704-3 to take into account by the variation between Partnership and such election shall be binding on all Partners. The undersigned hereby irrevocably (i) redeems Partnership Units in CarrAmerica Realty Operating Partnership, L.P. in accordance with the fair market value terms of the Agreement of Limited Partnership of CarrAmerica Realty Operating Partnership, L.P., as amended, and the adjusted tax basis Redemption Right referred to therein, (ii) surrenders such Partnership Units and all right, title and interest therein and (iii) directs that the Cash Amount or Shares Amount (as determined by the General Partner) deliverable upon exercise of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as sellerthe Redemption Right be delivered to the address specified below, and Lano Internationalif Shares are to be delivered, Inc.such Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents, a Delaware corporationwarrants, and Armada/Xxxxxxx Holding Companycertifies that the undersigned (a) has marketable and unencumbered title to such Partnership Units, a Virginia corporationfree and clear of the rights of or interests of any other person or entity, (b) has the full right, power and authority to redeem and surrender such Partnership Units as purchaserprovided herein and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consult or approve such redemption and surrender. C-4Dated: __________________________ Name of Limited Partner: (Signature of Limited Partner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: IF SHARES ARE TO BE ISSUED, ISSUE TO: Name: Social Security or tax identifying number: PART I DRO PARTNERS DRO AMOUNT PART II DRO PARTNERS In accordance with Sections 4.2.A and 4.2.D of the Agreement, set forth below are the terms and conditions of the Series E Preferred Units hereby established that will be issued by the Partnership to the General Partner. All capitalized terms used in this Attachment A and not otherwise defined shall have the meanings assigned in the Agreement.

Allocations for Tax Purposes. A. (a) Except as otherwise provided in this Section 2herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.SECTIONS 5.1 THROUGH 5.6. B. Notwithstanding any other provision in this Agreement, in (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and deduction cost recovery deductions shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (ai) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with in the principles of manner provided under Section 704(c) of the Code that takes into account the variation between the Gross Asset Agreed Value of such property Contributed Property and its adjusted basis at the time of contribution; and and (bB) except as otherwise provided in SECTION 5.7(b)(iv), any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.SECTIONS 5.1 THROUGH 5.6. (aii) (A) In the case of an Adjusted Property, such items shall shall (1) firstFIRST, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and SECTION 3.5(d) OR 3.5(e), and (2) secondSECOND, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(1SECTION 5.7(b)(i); and (B) of this Exhibit C; and (b) except as otherwise provided in SECTION 5.7(b)(iv), any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B)SECTIONS 5.1 THROUGH 5. D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit Cthe Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; providedshall, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) subject to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Propertyfollowing, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations Section by the Partnership and such election shall be binding on all Partners. With respect to the Contributed Property transferred to the Partnership as of the Effective Date, the Partnership shall elect to use the "traditional method" set forth in Treasury Regulation ss. 1.704-3 to take into account 3(b). EXHIBIT D NOTICE OF REDEMPTION The undersigned hereby irrevocably (i) redeems _________ Partnership Units in ElderTrust Operating Limited Partnership in accordance with the variation between terms of the fair market value Agreement of Limited Partnership of ElderTrust Operating Limited Partnership, as amended, and the adjusted tax basis Redemption Right referred to therein, (ii) surrenders such Partnership Units and all right, title and interest therein and (iii) directs that the Cash Amount or Shares Amount (as determined by the General Partner) deliverable upon exercise of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as sellerthe Redemption Right be delivered to the address specified below, and Lano Internationalif Shares are to be delivered, Inc.such Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents, a Delaware corporationwarrants, and Armada/certifies that the undersigned (a) has marketable and unencumbered title to such Partnership Units, free and clear of the rights of or interests of any other person or entity, (b) has the full right, power and authority to redeem and surrender such Partnership Units as provided herein and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consult or approve such redemption and surrender. Dated:________ Name of Limited Partner:___________________ ------------------------------------ (Signature of Limited Partner) ------------------------------------ (Street Address) ------------------------------------ (City) (State) (Zip Code) Signature Guaranteed by: ------------------------------------ If Shares are to be issued, issue to: Name: Please insert social security or identifying number: EXHIBIT E VALUE OF CONTRIBUTED PROPERTY Partner Underlying Property 704(c) Value Agreed Value ------- ------------------- ------------ ------------ ElderTrust Cash $ 133,021,800 $ 133,021,800 Xxxxxx X. Xxxxxxxxxx Interest in Windsor Office $ 435,940 $ 149,940 Building and Windsor Clinic and Training Facility Properties Xxxxxxx Holding CompanyX. Xxxxx Interest in Windsor Office $ 435,940 $ 149,940 Building and Windsor Clinic and Training Facility Properties General Partnership Interest in $ 213,537 $ 93,870 Salisbury Medical Office Building General Partnership Xxxxxxx X. Xxxxxx General Partnership Interest in $ 213,537 $ 93,870 Salisbury Medical Office Building General Partnership D. Xxx XxXxxxxx, a Virginia corporation, as purchaserXx. C-4Restatement of Pre-existing $ 216,000 $ 216,000 Equity Interest in Partnership

Allocations for Tax Purposes. A. (a) Except as otherwise provided in this Section 2herein, for federal income tax purposes, each item of income, gain, loss and deduction which is recognized by the Partnership for federal income tax purposes shall be allocated among the Partners in the same manner as its correlative item of "book," income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. B. Notwithstanding any other provision in this Agreement, in (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and deduction cost recovery deductions shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (ai) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with in the principles of manner provided under Section 704(c) of the Code that takes into account the variation between the Gross Asset Agreed Value of such property and its adjusted basis at the time of contribution; and and (bB) except as otherwise provided in Section 5.2(b)(iii), any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. (aii) (A) In the case of an Adjusted Property, such items shall shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and Section 4.6(d)(i) or (ii), and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(15.2(b)(i)(A); and (B) of this Exhibit C; and (b) except as otherwise provided in Section 5.2(b)(iii), any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.5.1. (3iii) all other Any items of income, gain, loss and or deduction otherwise allocable under Section 5.2(b)(i)(B) or 5.2(b)(ii)(B) shall be allocated among subject to allocation by the Partners General Partner in a manner designed to eliminate, to the same manner as their correlative item of "book" gain maximum extent possible, Book-Tax Disparities in a Contributed Property or loss is allocated pursuant to Article 6 Adjusted Property otherwise resulting from the application of the Agreement and "ceiling" limitation (under Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a704(c) of this Exhibit Cthe Code or Section 704(c) principles) to the allocations provided under Section 5.2(b)(i)(A) or 5.2(b)(ii)(A). (c) For the proper administration of the Partnership or for the preservation of uniformity of the Units (or any class or classes thereof), the General Partner shall utilize have sole discretion to (i) adopt such conventions as it deems appropriate in determining the "traditional method with curative allocations" option described in Regulations Section 1.704-3(camount of depreciation amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; and (iii) amend the provisions of this Agreement as appropriate (x) to eliminate reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Units (or any class or classes thereof). The General Partner may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 5.2(c) only if such conventions, allocations or 38 amendments would not have a material adverse effect on the Partners, the holders of any class or classes of Units issued and Outstanding of the Partnership, and if such allocations are consistent with the principles of Section 704 of the Code. (d) The General Partner in its sole discretion may determine to depreciate the portion of an adjustment under Section 743(b) of the Code attributable to unrealized appreciation in any Adjusted Property (to the extent of the unamortized Book-Tax Disparities Disparity) using a predetermined rate derived from the depreciation method and useful life applied to the Partnership's common basis of such property, despite the inconsistency of such approach with Proposed Treasury Regulation Section 1.168 2(n) and Treasury Regulation Section 1.167(c) 1(a)(6). If the General Partner determines that such reporting position cannot reasonably be taken, the General Partner may adopt a depreciation convention under which all purchasers acquiring Units in the same month would receive depreciation, based upon the same applicable rate as if they had purchased a direct interest in the Partnership's property. If the General Partner chooses not to utilize such aggregate method the General Partner may use any other reasonable depreciation convention to preserve the uniformity of the intrinsic tax characteristics of any Units that would not have a material adverse effect on the Limited Partners or the Record Holders of any class or classes of Units. In addition, for purposes of computing the adjustments under Section 743(b) of the Code, the General Partner shall be authorized (but not required) (i) to adopt a convention whereby the price paid by a transferee of Units will be deemed to be the lowest quoted trading price of the Units on any National Securities Exchange on which such Units are traded during the calendar month in which such transfer is deemed to occur pursuant to Section 5.2(g) without regard to the actual price paid by such transferee and (ii) to treat the amount of any Section 743(b) adjustment with respect to properties of the non-corporate Operating Companies and Joint Ventures as being equal to the Section 743(b) adjustment attributable to a Contributed Property the partnership interest in such Operating Companies and Joint Ventures. (e) Any gain allocated to the Partners upon the sale or Adjusted Propertyother taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 5.2 be characterized as Recapture Income in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. (f) All items of income, gain, loss, deduction and credit recognized by the Partnership for federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code which may be made by the Partnership; provided, however, that curative such allocations with respect once made, shall be adjusted as necessary or appropriate to take into account those adjustments permitted or required by Sections 734 and 743 of the Code. (g) Each item of Partnership income, gain, loss and deduction attributable to a Contributed Property transferred Partnership Interest of the General Partner or Adjusted Property to transferred Units shall, for federal income tax purposes, be determined on an annual basis and prorated on a monthly basis and shall only be made allocated to the Partners as of the close of the New York Stock Exchange on the last day of the preceding month; provided, however, that (i) to except as otherwise provided in clause (ii), such items for the extent necessary to offset period beginning on the effect Closing Date and ending on the last day of the "ceiling rule" described month in Regulations Section 1.704-3(b)(1) 39 which the Closing Date occurs shall be allocated to Partners as of the close of the New York Stock Exchange on allocations the last day of depreciation deductions with respect to such Contributed Property that it month or Adjusted Property, and (ii) from if the allocation of gain (or loss) Underwriters' over-allotment option is exercised, such items for the period beginning on the Closing Date and ending on the last day of the month in which the Option Closing Date (as defined in the Underwriting Agreement) occurs shall be allocated to the Partners as of the close of the New York Stock Exchange on the last day of that month; and provided further, that gain or loss on a sale or other disposition of such Contributed Property or Adjusted Property, up any assets of the Partnership other than in the ordinary course of business shall be allocated to the amount Partners as of the opening of the New York Stock Exchange on the first Business Day of the month in which such gain or loss is recognized for federal income tax purposes. The General Partner may revise, alter or otherwise modify such methods of allocation as it determines necessary to the extent permitted or required by Section 706 of the Code and the regulations or ruling promulgated thereunder. (h) Allocations that would otherwise be made to a Limited Partner under the provisions of this Article V shall instead be made to the beneficial owner of Units held by a nominee in any case in which the nominee has furnished the identity of such gain (or loss). This curative allocation provision is intended owner to comply the Partnership in accordance with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a6031(c) of this Exhibit C, the Code or any other method acceptable to the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4.

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 25, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner as its correlative item of "“book" ” income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement Sections 3 and Section 1 4 of this Exhibit C.Exhibit. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners Members as follows: (a1) In the case of a Contributed Property, (a) such items attributable thereto shall be allocated among the Partners Members consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 5.C of this Exhibit); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners Members in the same manner as that its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 of the Agreement Sections 3 and Section 1 4 of this Exhibit C.Exhibit. (a2) In the case of an Adjusted Property, such items shall (1a) first, be allocated among the Partners Members in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andSection 2 hereof; (2b) second, in the event such property was originally a Contributed Property, be allocated among the Partners Members in a manner consistent with Section 2.B.(15.B(1) of this Exhibit CExhibit; and (bc) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners Members in the same manner as that its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 of the Agreement Sections 3 and Section 1 4 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Exhibit. In administering this Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C5.B, the General Partner Company shall utilize use the "“traditional method method” with curative allocations" option allocations as described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided3(b), however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to unless such time as the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described Management Committee elects another method available under Regulations Section 1.704-3(d)(2)3. C. If any interest is transferred during a Fiscal Year, the excess of book basis over tax basis with respect to the Canyon Ranch Property allocations made in this Exhibit for such Fiscal Year shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated allocated, using any permissible method selected at the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value reasonable discretion of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writingManagement Committee. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. (a) Except as otherwise provided in this Section 2herein, for federal income tax purposes, each item of income, gain, loss and deduction which is recognized by the Company for federal income tax purposes shall be allocated among the Partners in the same manner among the Members as its correlative item of "“book" ” income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 hereof. Tax credits arising from Company expenditures shall be allocated in the same manner as the allocation of the Agreement and corresponding items of loss or deduction pursuant to Section 1 6.1. Tax credits arising from receipts of this Exhibit C.the Company shall be allocated in the same manner as the allocation of the corresponding items of income or gain pursuant to Section 6.1 hereof. B. Notwithstanding any other provision (b) The Company shall adopt the “remedial allocation method”, as described in this AgreementTreasury Regulation Section 1.704-3(d), in an attempt to eliminate Book-Tax Disparities attributable Disparities. (c) For the proper administration of the Company, the Company will adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; provided, that such depreciation, amortization and cost recovery methods will be the most accelerated methods allowed under federal income tax laws; provided further, that the Company will not take “bonus depreciation” under Code section 168 (or other applicable provisions of the Code) without Supermajority Approval. (d) Any gain allocated to a Contributed Property the Members upon the sale or Adjusted Propertyother taxable disposition of any Company property or asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 6.3 be characterized as Recapture Income in the same proportions and the same extent as such Members (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. (e) All items of income, gain, loss, deduction and deduction shall be allocated credit recognized by the Company for federal income tax Tax purposes (and not for "book" purposes) among allocated to the Partners as follows: (a) In Members in accordance with the case of a Contributed Property, such items attributable thereto provisions hereof shall be allocated among the Partners consistent with the principles of determined without regard to any election under Code Section 704(c) of the Code that takes into account the variation between the Gross Asset Value of such property and its adjusted basis at the time of contribution; and 754 (b) other than any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners change in the same manner as its correlative item of "book" gain or loss is allocated Capital Account balance pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, the General Partner shall utilize the "traditional method with curative allocations" option described in Treasury Regulations Section 1.704-3(c1(b)(2)(iv)(m)) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Propertywhich may be made by the Company; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Propertyallocations, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Propertyonce made, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent adjusted (24%in any manner determined by the Board) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property those adjustments permitted or required by Code Sections 734 and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing743. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. (a) Except as otherwise provided in this Section 26.3, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners and Assignees in the same manner as its correlative item of "book" income, gain, loss or deduction is has been allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.6.2. B. Notwithstanding any other provision in this Agreement, in (b) In an attempt to eliminate Book-Tax Disparities attributable to a any disparities between the Carrying Value and the Adjusted Basis of Contributed Property or Adjusted Property, items of income, gain, loss, depreciation and deduction cost recovery deductions shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners and Assignees as follows: (ai) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with and Assignees in the principles of manner provided under Section 704(c704(c)(1) of the Code that takes into account the variation between the Gross Asset Carrying Value of such property and its adjusted basis Adjusted Basis at the time of contribution; and. (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (aii) In the case of an Adjusted Property, such items shall attributable thereto shall (1A) first, be allocated among the Partners and Assignees in a manner consistent with the principles of Section 704(c704(c)(1) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and Section 5.6(d), and (2B) second, in the event such property was originally a Contributed Property, be allocated among the Partners and Assignees in a manner consistent with Section 2.B.(1) of this Exhibit C; and6.3(b)(i). (biii) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners Except as otherwise provided in Section 6.3(b)(iv), in the same manner as its correlative item case of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other properties, items of income, gain, loss and deduction attributable to such property shall be allocated among the Partners and Assignees in accordance with Section 6.3(a). (iv) Any items of income, gain, loss or deduction otherwise allocable under Section 6.3(a) or 6.3(b)(iii) shall be subject to allocation by the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, the Managing General Partner shall utilize in any reasonable manner designed to eliminate, to the "traditional method with curative allocations" option described maximum extent possible, any disparities between the Carrying Value and the Adjusted Basis in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or an Adjusted Property shall only be made otherwise resulting from the application of the ceiling limitation (iunder Section 704(c)(1) of the Code or its principles) to the allocations provided under Section 6.3(b)(i) or 6.3(b)(ii). (c) To the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) any Recapture Income resulting from the allocation of gain (or loss) on the sale or other taxable disposition of such Contributed Property or Adjusted PropertyPartnership Assets, up to the amount of any gain from such disposition allocated to (or recognized by) a Partner or Assignee for federal income tax purposes pursuant to the above provisions shall be deemed to be Recapture Income to the extent such Partner or Assignee (or its predecessors in interest) has been allocated or has claimed any deduction directly or indirectly giving rise to the treatment of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B)as Recapture Income. D. Notwithstanding (d) All items of income, gain, loss and deduction recognized by the foregoing, Partnership for federal income tax purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable and allocated to the contribution Partners and Assignees in accordance with the provisions hereof and all basis allocations shall be determined without regard to the Partnership any election under Section 754 of the Canyon Ranch Property specified in Code which may be made by the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writingPartnership. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "“book" ” income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset Section 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit C, the General Partner shall Code permit a Partnership to utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) alternative methods to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset disparities between the effect Carrying Value of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, property and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit Cits adjusted basis, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations Section 1.704-3 to take into account by the variation between Partnership and such election shall be binding on all Partners. The undersigned hereby irrevocably (i) redeems Partnership Units in RLJ Lodging Trust, L.P. in accordance with the fair market value terms of the First Amended and Restated Agreement of Limited Partnership of RLJ Lodging Trust, L.P., as amended, and the adjusted tax basis Redemption Right referred to therein, (ii) surrenders such Partnership Units and all right, title and interest therein and (iii) directs that the Cash Amount or Shares Amount (as determined by the General Partner) deliverable upon exercise of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as sellerthe Redemption Right be delivered to the address specified below, and Lano Internationalif Shares are to be delivered, Inc.such Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents, a Delaware corporationwarrants, and Armada/Xxxxxxx Holding Companycertifies that the undersigned (a) has marketable and unencumbered title to such Partnership Units, a Virginia corporationfree and clear of the rights of or interests of any other person or entity, (b) has the full right, power and authority to redeem and surrender such Partnership Units as purchaserprovided herein and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consult or approve such redemption and surrender. C-4Dated: Name of Limited Partner: (Signature of Limited Partner) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: IF SHARES ARE TO BE ISSUED, ISSUE TO: Name: Social Security or tax identifying number: PART I DRO PARTNERS DRO AMOUNT PART II DRO PARTNERS

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit Cthe Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; providedshall, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) subject to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Propertyfollowing, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations by the Partnership and such election shall be binding on all Partners; provided that, to the extent that the General Partner has agreed to use a particular method with respect to a C-3 87 Contributed Property, the General Partner shall be bound by such agreement (including, without limitation, the agreements set forth in Exhibit E hereto) pursuant to the terms thereof. With respect to the Contributed Property transferred to the Partnership in connection with the Consolidation and the BRE/Worldwide L.L.C. purchase, the Partnership shall elect to use the "traditional method" set forth in Treasury Regulation Section 1.704-3 to take into account 3(b). EXHIBIT D NOTICE OF REDEMPTION The undersigned hereby irrevocably (i) redeems _________ Partnership Units in EOP Operating Limited Partnership in accordance with the variation between terms of the fair market value Agreement of Limited Partnership of EOP Operating Limited Partnership, as amended, and the adjusted tax basis Redemption Right referred to therein, (ii) surrenders such Partnership Units and all right, title and interest therein and (iii) directs that the Cash Amount or Shares Amount (as determined by the General Partner) deliverable upon exercise of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as sellerthe Redemption Right be delivered to the address specified below, and Lano Internationalif Shares are to be delivered, Inc.such Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents, a Delaware corporationwarrants, and Armada/Xxxxxxx Holding Companycertifies that the undersigned (a) has marketable and unencumbered title to such Partnership Units, a Virginia corporationfree and clear of the rights of or interests of any other person or entity, (b) has the full right, power and authority to redeem and surrender such Partnership Units as purchaserprovided herein and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consult or approve such redemption and surrender. C-4Dated: Name of Limited Partner: ------------------ ------------------ ----------------------------- (Signature of Limited Partner) ----------------------------- (Street Address) ----------------------------- (City) (State) (Zip Code) Signature Guaranteed by: ----------------------------- IF SHARES ARE TO BE ISSUED, ISSUE TO: Name: ----------------------------------------- Social Security or tax identification number: --------------------------- EXHIBIT E PROTECTED PARTNERS AND PROTECTED AMOUNTS PART I PROTECTED PARTNERS PROTECTED AMOUNT

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2SECTION 6, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 SECTION 6.1 or 6.2 of the Agreement and Section 1 and/or SECTION 5 of this Exhibit C.EXHIBIT B. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction attributable to a Contributed Property or an Adjusted Property shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners Members as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners Members consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contribution; and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners Members in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 SECTION 6.1 or 6.2 of the Agreement and Section 1 and/or SECTION 5 of this Exhibit C.EXHIBIT B. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners Members in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B SECTION 2 of this EXHIBIT B, and (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners Members in a manner consistent with Section 2.B.(1SECTION 6.B.(1)(A) of this Exhibit CEXHIBIT B; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners Members in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of SECTION 6.1or 6.2of the Agreement and Section 1 and/or SECTION 5 of this Exhibit C.EXHIBIT B. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners Members in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 SECTION 6.1 or 6.2 of the Agreement and Section 1 and/or SECTION 5 of this Exhibit C.the EXHIBIT B. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Treasury Regulations promulgated pursuant to Section 704(c) of this Exhibit Cthe Code permit the utilization of alternative methods to eliminate the disparity between the agreed value of property and its adjusted basis, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner Operating Member shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations Section 1.704-3 by the Company and such election shall be binding on all Members. EXHIBIT C ADJUSTED PERCENTAGE INTEREST CALCULATION Assume that on the Percentage Interest Adjustment Date Member A has contributed $10 million to take into account the variation between Company and Member B has contributed $6 million to the fair market value Company. Member A's percentage of the total contribution is $10 MILLION = .625 (62.5%) ----------- $16 million and the adjusted tax basis percentage of that certain Agreement the total contributions of Sale dated May 30Member B is $6 MILLION= .375 (37.5%) ---------- $16 million As a result, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada37.5% shall be Member B's Adjusted Percentage Interest. Member A's Adjusted Percentage Interest shall be 62.5%. LIMITED LIABILITY COMPANY AGREEMENT OF S/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4C ORLANDO DEVELOPMENT LLC TABLE OF CONTENTS PAGE NUMBER

Allocations for Tax Purposes. A. (a) Except as otherwise provided in this Section 2herein, for U.S. federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "“book" ” income, gain, loss or deduction is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C.6.1. NORTHERN TIER ENERGY LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP B. Notwithstanding any other provision in this Agreement, in (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deduction shall be allocated for U.S. federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In in the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of manner provided under Section 704(c) of the Code that takes into account Code, and the variation between the Gross Asset Value of such property Treasury Regulations promulgated under Section 704(b) and its adjusted basis at the time of contribution; and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code, as determined appropriate by the General Partner (taking into account the General Partner’s discretion under Section 6.1(b)(x)); provided, that the General Partner shall apply the principles of Treasury Regulation Section 1.704-3(d) in all events. (c) The General Partner may determine to depreciate or amortize the portion of an adjustment under Section 743(b) of the Code attributable to unrealized appreciation in any Adjusted Property (to the extent of the unamortized Book-Tax Disparity) using a predetermined rate derived from the depreciation or amortization method and useful life applied to the unamortized Book-Tax Disparity of such property, despite any inconsistency of such approach with Treasury Regulation Section 1.167(c)-l(a)(6) or any successor regulations thereto. If the General Partner determines that such reporting position cannot reasonably be taken, the General Partner may adopt depreciation and amortization conventions under which all purchasers acquiring Limited Partner Interests in the same month would receive depreciation and amortization deductions, based upon the same applicable rate as if they had purchased a direct interest in the Partnership’s property. If the General Partner chooses not to utilize such aggregate method, the General Partner may use any other depreciation and amortization conventions to preserve the uniformity of the intrinsic tax characteristics of any Limited Partner Interests, so long as such conventions would not have a material adverse effect on the Limited Partners or the Record Holders of any class or classes of Limited Partner Interests. (d) In accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1250-1(f), any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 6.2, be characterized as Recapture Income in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. (e) All items of income, gain, loss, deduction and credit recognized by the Partnership for U.S. federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted (in the manner determined by the General Partner) to take into account those adjustments permitted or required by Sections 734 and 743 of the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andCode. (2f) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(1) of this Exhibit C; and (b) any Each item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other items of Partnership income, gain, loss and deduction shall, for U.S. federal income tax purposes, be determined for each Quarter and prorated on a monthly basis and shall be allocated among to the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 opening of this Exhibit C. C. For purposes the National Securities Exchange on which Partnership Interests are listed or admitted to trading on the first Business Day of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Propertyeach month; provided, however, that curative allocations with respect to a Contributed Property such items for the period beginning on the Closing Date and ending on the last day of the month in which the Underwriters’ Option is exercised in full or Adjusted Property the expiration of the Underwriters’ Option occurs shall only be made (i) allocated to the extent necessary to offset the effect Partners as of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) opening of the NORTHERN TIER ENERGY LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP National Securities Exchange on allocations of depreciation deductions with respect which Partnership Interests are listed or admitted to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) trading on the first Business Day of the next succeeding month; and provided, further, that gain or loss on a sale or other disposition of such Contributed Property any assets of the Partnership or Adjusted Propertyany other extraordinary item of income, up gain, loss or deduction as determined by the General Partner, shall be allocated to the amount Partners as of the opening of the National Securities Exchange on which Partnership Interests are listed or admitted to trading on the first Business Day of the month in which such item is recognized for federal income tax purposes. The General Partner may revise, alter or otherwise modify such methods of allocation to the extent permitted or required by Section 706 of the Code and the regulations or rulings promulgated thereunder. (g) Allocations that would otherwise be made to a Limited Partner under the provisions of this Article VI shall instead be made to the beneficial owner of Limited Partner Interests held by a nominee in any case in which the nominee has furnished the identity of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution owner to the Partnership in accordance with Section 6031(c) of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line Code or any other method over thirty-nine (39) years. In no case shall determined by the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writingPartner. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "“book" ” income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.01 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any Any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 Section 6.01 of the Agreement and Section 1 of this Exhibit C. (ac) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c704 (c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andto the Agreement; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(d) of this Exhibit C; and (bd) any Any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "“book" ” gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 6.01 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit C, the General Partner shall Code permit a Partnership to utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) alternative methods to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset disparities between the effect Carrying Value of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, property and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit Cits adjusted basis, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations Section 1.704-3 to take into account by the variation between Partnership and such election shall be binding on all Partners. The undersigned hereby irrevocably (i) tenders for redemption Partnership Units in GPT Property Trust LP in accordance with the fair market value terms of the Agreement of Limited Partnership of GPT Property Trust LP, as amended, and the adjusted tax basis Redemption Right referred to therein, (ii) surrenders such Partnership Units and all right, title and interest therein and (iii) directs that the Cash Amount or Shares Amount (as determined by the General Partner) deliverable upon exercise of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as sellerthe Redemption Right be delivered to the address specified below, and Lano Internationalif Shares are to be delivered, Inc.such Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents, a Delaware corporationwarrants, and Armada/Xxxxxxx Holding Companycertifies that the undersigned (a) has marketable and unencumbered title to such Partnership Units, a Virginia corporationfree and clear of the rights of or interests of any other person or entity, (b) has the full right, power and authority to redeem and surrender such Partnership Units as purchaserprovided herein and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consult or approve such redemption and surrender. C-4Dated: Name of Limited Partner: If Shares are to be issued, issue to: Name: Please insert social security or identifying number: The following are the terms of the LTIP Units:

Allocations for Tax Purposes. A. 2.1. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in 2.2. In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a1) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners Partners, consistent with the principles of Section 704(c) of the Code that takes and the Regulations thereunder, to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contribution; and (b2) any Any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a1) In the case of an Adjusted Property, such items shall (1a) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code and the Regulations thereunder to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B hereof; and (2b) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.2(A) of this Exhibit C; and (b2) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C.C. --------- (3) C. all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a2.3. To the extent that the Treasury Regulations promulgated pursuant to Section 704(c) of this Exhibit C, the General Partner shall Code permit the Partnership to utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) alternative methods to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset disparities between the effect Carrying Value of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, property and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit Cits adjusted basis, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations Section 1.704-3 to take into account by the variation between the fair market value Partnership and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4such election shall be binding on all Partners.

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes into account the variation between the Gross Asset Value of such property and its adjusted basis at the time of contribution; and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit C, the General Partner Executive Committee shall utilize determine the "traditional method with curative allocations" option described in to be used under Regulations Section 1.704-3(c) 3 to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to if the extent necessary to offset the effect affirmative vote of 2/3 of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations members of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, Executive Committee cannot be obtained for purposes of Section 2.B(l)(a) of this Exhibit Cany particular method, the General Partner shall have the right to utilize the "remedial remedial" allocation method" method described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twentyused by the Partnership. SCHEDULE 5.22 REGISTRATION RIGHTS AND LOCK-four percent UP AGREEMENT This Registration Rights and Lock-Up Agreement (24%the "Agreement") to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation is entered into as of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C__________, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 1998 by and between Rosewood Georgetown Joint Ventureamong Crescent Real Estate Equities Company, a Texas joint venturereal estate investment trust (the "Company"), as seller, and Lano International, Inc._________________, a Delaware corporationlimited partnership (the "Operating Joint Venture") and Xxxxx Xxxxxxx, Xxxxxxx X. Xxxxxxxx, and Armada/Xxxxxxx Holding CompanyXxxxx X. Xxxxxxxx III (each, individually, a Virginia corporation"Shareholder" and collectively, as purchaser. C-4the "Shareholders").

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C."C". B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners Partners, consistent with the principles of Section 704(c) of the Code that takes and the Regulations thereunder, to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contribution; and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C."C". (a) In the case of an Adjusted Property, such items shall (1) first, be allocated among the Partners in a manner consistent with the principles principals of Section 704(c) of the Code and the Regulations thereunder to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B "B"; and (2) second, in the event such property was originally a Contributed Property, be 82 allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit "C"; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C."C". (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit "C, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit EXHIBIT C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this EXHIBIT C); and and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "bookBook" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit EXHIBIT C. (a) In the case of an and Adjusted Property, such items shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B EXHIBIT B. and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit EXHIBIT C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit the EXHIBIT C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in Partner the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit the EXHIBIT C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Treasury Regulations promulgated pursuant to Section 704(c) of this Exhibit Cthe Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall utilize elect to use the "traditional method with curative allocationsmethod" option described set forth in Treasury Regulations Section ss. 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; provided, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Property, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B3(b). D. Notwithstanding Any foreign or other tax credits of the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, Partnership shall be allocated among the General Partner shall have the right to utilize the "remedial allocation method" described Partners in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable proportion to the contribution to the Partnership allocations of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation income with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall which such credits arose. EXHIBIT D VALUE OF CONTRIBUTED PROPERTY UNDERLYING PROPERTY 704(C) VALUE AGREED VALUE ------------------- ------------ ------------ All properties To be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the determined by General Partner amend this Agreement to provide for an allocation in the exercise of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute reasonable discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. (a) Except as otherwise provided in this Section 29.7, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners Shareholders in the same manner as its correlative item of "book" income, gain, loss or deduction (computed in accordance with Section 9.2) is allocated pursuant to Article 6 of the Agreement Sections 9.5 and Section 1 of this Exhibit C.9.6. B. Notwithstanding any other provision in this Agreement, in (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation and deduction cost recovery deductions shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners Shareholders as follows: (a1) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with Shareholders in the principles of manner provided under Section 704(c) of the Code that takes into account the variation between the Gross Asset Agreed Value of such property and its adjusted basis at the time of contribution; and and (bB) except as otherwise provided in Section 9.7(b)(4), any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners Shareholders in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement Sections 9.5 and Section 1 of this Exhibit C.9.6. (a2) (A) In the case of an Adjusted Property, such items shall shall (1) first, be allocated among the Partners Shareholders in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B and Sections 9.1(c)(1) or 9.1(c)(2), and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners Shareholders in a manner consistent with Section 2.B.(19.7(b)(1)(A); and (B) of this Exhibit C; and (b) except as otherwise provided in Section 9.7(b)(4), any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners Shareholders in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement Sections 9.5 and Section 1 of this Exhibit C.9.6. (3) Except as otherwise provided in Section 9.7(b)(4), all other items of income, gain, loss and deduction shall be allocated among the Partners Shareholders in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 Sections 9.5 and 9.6. (4) Any items of income, gain, loss or deduction otherwise allocable under Section 9.7(b)(1)(B), 9.7(b)(2)(B) or 9.7(b)(3) shall be subject to allocation by the Agreement and Section 1 Board of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(a) of this Exhibit CDirectors in a manner designed to eliminate, to the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate maximum extent possible, Book-Tax Disparities attributable to in a Contributed Property or Adjusted PropertyProperty otherwise resulting from the applications of the "ceiling" limitation (under Section 704(c) of the Code or Section 704(c) principles) to the allocations provided under Sections 9.7(b)(1)(A) or 9.7(b)(2)(A). (c) For proper administration of the Company and for the preservation of uniformity of the Member Interests (or any class or classes thereof), the Board of Directors shall have sole discretion to (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including gross income) or deductions; and (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Member Interests (or any class or classes thereof). The Board of Directors may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 9.7(c) only if such conventions, allocations or amendments would not have a material adverse effect on the Shareholders, the holders of any class or classes of Member Interests issued and outstanding or the Company, and if such allocations are consistent with the principles of Section 704 of the Code. (d) The Board of Directors in its sole discretion may determine to depreciate the portion of an adjustment under Section 743(b) of the Code attributable to unrealized appreciation in any Adjusted Property (to the extent of the unamortized Book-Tax Disparity) using a predetermined rate derived from the depreciation method and useful life applied to the Company's common basis of such property, despite the inconsistency of such approach with Treasury Regulation Section 1.167(c)-1(a)(6). If the Board of Directors later determines that such reporting position cannot reasonably be taken, the Board of Directors may adopt a depreciation convention under which all purchasers acquiring Member Interests in the same month would receive depreciation, based upon the same applicable rate as if they had purchased a direct interest in the Company's property. If the Board of Directors chooses not to utilize such aggregate method, the Board of Directors may use any other reasonable depreciation convention to preserve the uniformity of the intrinsic tax characteristics of any Member Interest that would not have a material adverse effect on the Shareholders or the Record Holders of any class or classes of Member Interests. (e) Any gain allocated to the Shareholders upon the sale or other taxable disposition of any Company Asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 9.7, be characterized as Recapture Income in the same proportions and to the same extent as such Shareholders have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income. (f) All items of income, gain, loss, deduction and credit recognized by the Company for federal income tax purposes and allocated to the Shareholders in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code which may be made by the Company; provided, however, that curative such allocations with respect once made, shall be adjusted as necessary or appropriate to take into account those adjustments permitted or required by Sections 734 or 743 of the Code. (g) Except as set forth below in this Section 9.7(g), each item of income, gain, loss and deduction attributable to a Contributed Property or Adjusted Property transferred Member Interest shall, for federal income tax purposes, be determined on an annual basis and prorated on a monthly basis and shall only be made allocated to the Shareholders as of the opening of the New York Stock Exchange on the first Business Day of each month. Notwithstanding the first sentence of this Section 9.7(g), each item of income, gain, loss and deduction attributed to any Member Interest pursuant to the first sentence of this Section 9.7(g) during the month in which the Distribution (ias such term is defined in the Distribution Agreement) occurs shall be prorated (on the basis of calendar days) to the extent necessary to offset Distribution Date (as such term is defined in the effect Distribution Agreement) and the Shareholder(s) of Record on the first Business Day of the "ceiling rule" described month in Regulations Section 1.704-3(b)(1) on allocations which the Distribution occurs shall be attributed all items of depreciation deductions with respect to income, gain, loss and deduction for those calendar days of such Contributed Property or Adjusted Property, month that precede the Distribution Date and (ii) from the allocation Shareholders of gain (or loss) Record on the Business Day immediately after the Distribution Date shall be attributed all items of income, gain, loss and deduction for those calendar days (including the Distribution Date) of such month that follow the Distribution Date. Notwithstanding the first sentence of this Section 9.7(g), the gain or loss on a sale or other disposition of such Contributed Property or Adjusted Property, up any Company Asset other than in the ordinary course of business shall be allocated to the amount Shareholders as of the opening of the New York Stock Exchange on the first Business Day of the month in which such gain (or loss)loss is recognized for federal income tax purposes. This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) immediately preceding sentence of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(29.7(g), the excess gain or loss on a sale or other disposition of book basis over tax basis with respect any Company Asset other than in the ordinary course of business that is allocated to the Canyon Ranch Property Shareholders pursuant to the immediately preceding sentence of this Section 9.7(g) for a sale or other disposition of any Company Asset made during the month in which the Distribution occurs shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildingsthe Shareholders as of the opening of the New York Stock Exchange on the Business Day immediately following the day of such sale or other disposition. The seventy-six percent Board of Directors may revise, alter or otherwise modify such methods of allocation as it determines necessary, to the extent permitted or required by Section 706 of the Code and the Treasury Regulations or rulings promulgated thereunder. (76%h) allocated Allocations that would otherwise be made to buildings a Shareholder under the provisions of Article IX shall instead be depreciated using made to the straight-line beneficial owner of Member Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Company in accordance with Section 6031(c) of the Code or any other method over thirty-nine acceptable to the Board of Directors in its sole discretion. (39i) years. In no case The Board of Directors shall the General Partner amend or supplement this Agreement Article IX to provide for an the allocation of phantom any item of income, gain, loss, deduction or credit for federal, state or local income tax purposes for which provision is not otherwise made herein in the manner that the Board of Directors determines to Canyon Ranch to take be reasonable, taking into account the difference between the book value requirements of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writingCode. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, to elect the method to be used under Regulations Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-4

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this Exhibit C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andB; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit Cthe Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; providedshall, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) subject to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Propertyfollowing, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations by the Partnership and such election shall be binding on all Partners. With respect to the Contributed Property transferred to the Partnership in connection with the Consolidation, the Partnership shall elect to use the "traditional method" set forth in Treasury Regulation Section 1.704-3 to take into account the variation between the fair market value and the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaser. C-43(b).

Allocations for Tax Purposes. A. Except as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit EXHIBIT C. B. Notwithstanding any other provision in this Agreement, in In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, and deduction shall be allocated for federal income tax purposes (and not for "book" purposes) among the Partners as follows: (a) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners consistent with the principles of Section 704(c) of the Code that takes to take into account the variation between the Gross Asset 704(c) Value of such property and its adjusted basis at the time of contributioncontribution (taking into account Section 2.C of this EXHIBIT C); and (b) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit EXHIBIT C. (a) In the case of an Adjusted Property, such items shall (1i) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B andEXHIBIT B; (2ii) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2.B.(12.B(1) of this Exhibit EXHIBIT C; and (b) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Article 6 Section 6.1 of the Agreement and Section 1 of this Exhibit C. (3) all other items of income, gain, loss and deduction shall be allocated among the Partners in the same manner as their correlative item of "book" gain or loss is allocated pursuant to Article 6 of the Agreement and Section 1 of this Exhibit EXHIBIT C. C. For purposes of Sections 2.B(1)(a) and 2.B(2)(aTo the extent Regulations promulgated pursuant to Section 704(c) of this Exhibit Cthe Code permit a Partnership to utilize alternative methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall utilize the "traditional method with curative allocations" option described in Regulations Section 1.704-3(c) to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property; providedshall, however, that curative allocations with respect to a Contributed Property or Adjusted Property shall only be made (i) subject to the extent necessary to offset the effect of the "ceiling rule" described in Regulations Section 1.704-3(b)(1) on allocations of depreciation deductions with respect to such Contributed Property or Adjusted Propertyfollowing, and (ii) from the allocation of gain (or loss) on the sale or other disposition of such Contributed Property or Adjusted Property, up to the amount of such gain (or loss). This curative allocation provision is intended to comply with Regulations Section 1.704-3(c)(3)(iii)(B). D. Notwithstanding the foregoing, for purposes of Section 2.B(l)(a) of this Exhibit C, the General Partner shall have the right to utilize the "remedial allocation method" described in Regulations Section 1.704-3(d) to eliminate Book-Tax Disparities attributable to the contribution to the Partnership of the Canyon Ranch Property specified in the Canyon Contribution Agreement. For purposes of determining the amount of book depreciation with respect to the Canyon Ranch Property as described under Regulations Section 1.704-3(d)(2), the excess of book basis over tax basis with respect to the Canyon Ranch Property shall be allocated twenty-four percent (24%) to nondepreciable land and seventy-six percent (76%) to depreciable buildings. The seventy-six percent (76%) allocated to buildings shall be depreciated using the straight-line method over thirty-nine (39) years. In no case shall the General Partner amend this Agreement to provide for an allocation of phantom income to Canyon Ranch to take into account the difference between the book value of the Canyon Ranch Property and its basis except as provided in this Section 2.C of Exhibit C or unless otherwise agreed to by Canyon Ranch in writing. E. Notwithstanding anything to the contrary contained in this Section 2.C, for purposes of Section 2.B(1)(a) of this Exhibit C, the General Partner shall have the authority, in its sole and absolute discretion, authority to elect the method to be used under Regulations Section 1.704-3 by the Partnership and such election shall be binding on all Partners. With respect to take into account any Contributed Properties held by the variation between Partnership on the fair market value and Effective Date, the adjusted tax basis of that certain Agreement of Sale dated May 30, 1997 by and between Rosewood Georgetown Joint Venture, a Texas joint venture, as seller, and Lano International, Inc., a Delaware corporation, and Armada/Xxxxxxx Holding Company, a Virginia corporation, as purchaserPartnership shall elect to use the "traditional method" set forth in Treasury Regulation ss. C-41.704- 3(b).