Common use of Intent to Comply with Treasury Regulations Clause in Contracts

Intent to Comply with Treasury Regulations. The foregoing provisions of Sections 3.5 and 3.6 and the provisions of Article 4 of this Agreement relating to the maintenance of Capital Accounts and the allocation of Net Profits and Net Losses of the Partnership are intended to comply with Section 704(b) of the Code and the Regulations thereunder, and shall be interpreted and applied in a manner consistent therewith. To the extent such provisions are inconsistent with such Section 704(b) of the Code and the Regulations thereunder Managing Partner may, upon the advice of tax counsel and approval by TRT LLC, alter the manner in which Capital Accounts are maintained or allocations are made in order to comply with Section 704(b) and the Regulations thereunder.

Intent to Comply with Treasury Regulations. The foregoing provisions of Sections 3.4 and 3.5 and 3.6 and the provisions of Article 4 of this Agreement relating to the maintenance of Capital Accounts and the allocation of Net Profits and Net Losses and other “book” items of the Partnership Company are intended to comply with Section 704(b) of the Code and the Regulations thereunder, and shall be interpreted and applied in a manner consistent therewith. To the extent such provisions are inconsistent with such Section 704(b) of the Code and the Regulations thereunder Managing Partner the TMP may, upon the advice of tax counsel and approval by TRT LLCwith the Approval of the Members, alter the manner in which Capital Accounts are maintained or allocations are made in order to comply with Section 704(b) and the Regulations thereunder.