Common use of Contributed Entities Merger (and Agreed Tax Treatment and Reporting Thereof) Clause in Contracts

Contributed Entities Merger (and Agreed Tax Treatment and Reporting Thereof). (A) The Contributed Entities Merger shall be consummated and, contemporaneously therewith, the Partnership shall (x) in the case of each Contributed Entity other than Kimber Realty, issue to the member(s)/partner(s) of such Contributed Entity such number of Common Units and such number of Subordinated Units and shall distribute to such member(s)/partner(s) of such Contributed Entity such amount of cash, all as set forth on Exhibit B attached hereto; and (y) in the case of Kimber Realty, (i) issue to the holders of the non-preferred equity of Kimber Realty such number of Common Units, such number of Subordinated Units and/or such amount of cash, all as set forth on Exhibit B attached hereto, and (ii) pay to the holders of the preferred equity of Kimber Realty $13,000,000 in cash as consideration for the cancellation of the holders’ mandatorily redeemable preferred member interests in Kimber Realty and pay in cash the amount of accrued but unpaid interest on the mandatorily redeemable preferred member interests. Any such cash that the Partnership shall distribute in connection with the Contributed Entities Merger shall be funded with the Net Offering Proceeds, Credit Facility Proceeds or some combination thereof, as shall be set forth on Exhibit B attached hereto. The Parties hereto hereby agree to treat and report the Contributed Entities Merger for all United States federal and, as applicable, state and local income tax purposes as a direct merger of the Contributed Entities with and into the Partnership and, further, as an “assets over” form of merger under Treasury Regulations Section 1.708-1(c) with the Contributed Entities being the terminated partnerships in such Contributed Entities Merger and the Partnership being the “resulting partnership” under such Treasury Regulations. The Parties further agree to treat and report for all United States federal and, as applicable, state and local income tax purposes the amount of cash (if any) distributed in connection with the Contributed Entities Merger as a reimbursement to the Contributed Entities of any capital expenditures incurred by it with respect to the property deemed to be contributed to the Partnership under Treasury Regulations Section 1.708-1(c) in the two years preceding the Contributed Entities Merger to the extent permissible under Treasury Regulations Section 1.707-4(d).