Common use of Minimum Liability Allocation Clause in Contracts

Minimum Liability Allocation. (a) During the Tax Protection Period, the Partnership will offer to each Protected Partner the opportunity, in the Partnership’s discretion, either (i) to enter into a “bottom dollar guarantee” of certain liabilities of the Partnership (substantially in the form set forth in Schedule 2.1(c)) pursuant to which the lender for the guaranteed liability is required to pursue all other collateral and security for the guaranteed liability (other than any “bottom dollar guarantees”) prior to seeking to collect on such a guarantee, and the lender shall have recourse against the guarantor only if, and solely to the extent that, the total amount recovered by the lender with respect to the guaranteed liability after the lender has exhausted its remedies is less than the aggregate of the guaranteed amounts with respect to such liability, and the maximum aggregate liability of each partner for all guaranteed liabilities shall be limited to the amount actually guaranteed by such partner (a “Bottom Guarantee”) or (ii) to enter into a Deficit Restoration Obligation, in such amount or amounts so as to cause a special allocation of partnership liabilities to such Protected Partner for purposes of Section 752 of the Code such that the Protected Partner’s allocable share of Partnership liabilities equals such Protected Partner’s Minimum Liability Amount and to cause a special allocation of partnership liabilities for purposes of Section 465 of the Code that increases the Protected Partner’s “at risk” amount by an amount equal to such Protected Partner’s Minimum Liability Amount (determined as of the Closing Date). In order to minimize the need for the Protected Partner to enter into such Bottom Guarantees or Deficit Restoration Obligations, the Protected Partner will use the additional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities to the Indirect Owners to the maximum extent possible. In the event that applicable Treasury Regulations (the “Applicable Rules”) are issued which modify the requirements for bottom dollar guarantees to be effective in causing special allocations of partnership liabilities to Protected Partners for purposes of Section 752 of the Code and/or Section 465 of the Code, the Partnership, at its option and in its sole discretion, may agree to work with the Protected Partners together to modify any Bottom Guarantees to the extent necessary such that they will be effective under the Applicable Rules. The Contributor acknowledges that the U.S. Department of Treasury has issued proposed Treasury Regulations (79 F.R. 4826 (Jan. 30, 2014)) addressing the allocation of partnership liabilities under Section 752 of the Code (the “Proposed Regulations”). If the Proposed Regulations are finalized in their current form, a Protected Partner would not be allocated liabilities solely as a result of entering into a Bottom Guarantee. Even if the Proposed Regulations are finalized in their current form (or there is any other change in the Applicable Rules), the Partnership shall have no liability to a Protected Partner if it provides to the Protected Partner the ability to enter into a Bottom Guarantee in accordance with the terms of this Section 2.1(a). (b) Following the Tax Protection Period, the Partnership shall use its commercially reasonable efforts to permit a Protected Partner to enter into a Bottom Guarantee and/or Deficit Restoration Obligation as described in Section 2.1(a) above if requested by a Protected Partner. For the avoidance of doubt, following the Tax Protection Period, the notification requirement of Section 2.2 will not apply.

Minimum Liability Allocation. (a) During the Tax Protection Period, the Partnership will offer to each Protected Partner (or, at the opportunityrequest of an Indirect Owner thereof, in such Indirect Owner) the Partnership’s discretion, either opportunity (i) to enter into a “bottom dollar guarantee” Qualified Guarantees of certain liabilities of the Partnership (substantially in the form set forth in Schedule 2.1(c)) pursuant to which the lender for the guaranteed liability is required to pursue all other collateral and security for the guaranteed liability Qualified Guarantee Indebtedness (other than any “bottom dollar guarantees”) prior to seeking to collect on such a guarantee, and the lender shall have recourse against the guarantor only if, and solely to the extent that, the total amount recovered by the lender with respect to the guaranteed liability after the lender has exhausted its remedies is less than the aggregate of the guaranteed amounts with respect to such liability, and the maximum aggregate liability of each partner for all guaranteed liabilities shall be limited to the amount actually guaranteed by such partner (a “Bottom Guarantee”) or (ii) to enter into a Deficit Restoration ObligationIncurred Indebtedness), in such amount or amounts so as to cause a special allocation the amount of partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code such that the Protected Partner’s allocable share of Partnership liabilities equals to be not less than such Protected Partner’s 's Minimum Liability Amount and to cause a special allocation the amount of partnership liabilities with respect to which such Protected Partner will be considered to be "at risk" for purposes of Section 465 of the Code that increases the Protected Partner’s “at risk” amount by an amount equal to be not less than such Protected Partner’s 's Minimum Liability Amount Amount, as provided in this Article 3, and (determined as ii) to enter into a Qualified Guarantee of Qualified Guarantee Indebtedness, meeting the additional requirements of Sections 3.2(vii) and (viii), incurred by the Partnership pursuant to Section 2 of the Closing DateContribution Agreement ("Incurred Indebtedness") in order to cause each Protected Partner's share of the Incurred Indebtedness (within the meaning of Treasury Regulation Section 1.707-5(b)) (such Protected Partner's "Allocable Share of the Incurred Indebtedness") to equal such Protected Partner's share of the cash distribution traceable to the Incurred Indebtedness (within the meaning of Treasury Regulation Section 1.707-5(b)) used to fund the TRCALP Cash Consideration, Deferred Payments, and/or Alternate Cash Consideration. In order to minimize the need for the Protected Partner Partners to enter into such Bottom Guarantees or Deficit Restoration ObligationsQualified Guarantees, the Protected Partner Partnership will use the additional optional method under Treasury Regulations Regulation Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Protected Property to the Indirect Owners to the maximum extent possible. In the event that applicable Treasury Regulations (the “Applicable Rules”) are issued which modify the requirements for bottom dollar guarantees to be effective in causing special allocations of partnership liabilities to Protected Partners for purposes of Section 752 of the Code and/or Section 465 of the Code, the Partnership, at its option and in its sole discretion, may agree to work with the Protected Partners together to modify any Bottom Guarantees to the extent necessary such that they will be effective under the Applicable Rules. The Contributor acknowledges that the U.S. Department of Treasury has issued proposed Treasury Regulations (79 F.R. 4826 (Jan. 30, 2014)) addressing "built-in gain" with respect to those properties exceeds the allocation of partnership liabilities under Section 752 amount of the Code (the “Proposed Regulations”). If the Proposed Regulations are finalized in their current form, a Nonrecourse Liabilities considered secured by such Protected Partner would not be Property allocated liabilities solely as a result of entering into a Bottom Guarantee. Even if the Proposed Regulations are finalized in their current form (or there is any other change in the Applicable Rules), the Partnership shall have no liability to a Protected Partner if it provides to the Protected Partner the ability to enter into a Bottom Guarantee in accordance with the terms of this Partners under Treasury Regulation Section 2.1(a1.752-3(a)(2). (b) Following the Tax Protection Period, the Partnership shall use its commercially reasonable efforts to permit a Protected Partner to enter into a Bottom Guarantee and/or Deficit Restoration Obligation as described in Section 2.1(a) above if requested by a Protected Partner. For the avoidance of doubt, following the Tax Protection Period, the notification requirement of Section 2.2 will not apply.

Minimum Liability Allocation. (a) Immediately upon the completion of, in connection with, and as part of the Contribution, pursuant to Treasury Regulations Sections 1.752-3(a)(2) and (3), the Partnership will cause the amount of Partnership liabilities allocated to each Protected Partner for purposes of Section 752 of the Code to be not less than such Protected Partner’s Minimum Liability Amount, and will cause the amount of Partnership liabilities with respect to which such Protected Partner will be considered to be “at risk” for purposes of Section 465 of the Code to be not less than such Protected Partner’s Minimum Liability Amount. In the event of any recognition of Protected Gain by a Protected Partner at the time of the Contribution as a result of an insufficient allocation of Partnership liabilities pursuant to this Section 3.1(a), the same shall be considered to be a breach of this Article 3 as provided in Section 4.1 of this Agreement, the provisions of Article 4 shall apply and the Partnership shall make the payments to the Protected Partners provided for in Article 4. (b) During the Tax Protection Period, the Partnership will offer to each Protected Partner the opportunity, in at the PartnershipProtected Partner’s discretionelection, either (i) to enter into a “bottom dollar guarantee” guarantee of all or part of certain liabilities of the Partnership (substantially in the form set forth in Schedule 2.1(c)) pursuant to which the lender for the guaranteed liability is required to pursue all other collateral and security for the guaranteed liability (other than any “bottom dollar guarantees”) prior to seeking to collect on such a guarantee, and the lender shall have recourse against the guarantor only if, and solely to the extent that, the total amount recovered by the lender with respect to the guaranteed liability after the lender has exhausted its remedies is less than the aggregate of the guaranteed amounts with respect to such liability, and the maximum aggregate liability of each partner for all guaranteed liabilities shall be limited to the amount actually guaranteed by such partner (a “Bottom Guarantee”) or (ii) to enter into a Deficit Restoration Obligation, in such amount or amounts so as to cause a special allocation of partnership Partnership liabilities to such Protected Partner for purposes of Section 752 of the Code such that the Protected Partner’s allocable share of Partnership liabilities equals such Protected Partner’s Minimum Liability Amount and to cause a special allocation of partnership Partnership liabilities for purposes of Section 465 of the Code that increases the Protected Partner’s “at risk” amount by an such that the Protected Partner’s “at-risk” amount equal to equals such Protected Partner’s Minimum Liability Amount Amount;. To be described in this Section 3.1(b) any Guarantee must also meet the following requirements: (determined A) the executed guarantee must be delivered to the lender; (B) the execution of the guarantee by the Partner Guarantors must be acknowledged by the lender; (C) the guarantee otherwise must be enforceable under the laws of the state governing the loan and in which the property securing the loan is located or in which the lender has a significant place of business (with any bona fide branch or office of the lender through which the loan is made, negotiated, or administered being deemed a “significant place of business” for the purposes hereof); and (D) as to each Partner Guarantor that is executing a guarantee pursuant to this Agreement, there must be no other Person that would be considered to “bear the economic risk of loss,” within the meaning of Treasury Regulation Section 1.752-2, or would be considered to be “at risk” for purposes of Section 465(b) with respect to that portion of such debt for which such Partner Guarantor is being made liable for purposes of satisfying the Partnership’s obligations to such Partner Guarantor under this Article 3. For the avoidance of doubt, if the Partnership (i) satisfies its obligations to make available a Guarantee or a Deficit Restoration Obligation under this Section 3.1(b) pursuant to the terms of this Section 3.1(b) and either the Protected Partner elects not to enter into a Guarantee or Deficit Restoration Obligation or (ii) there is a Final Determination that any Contribution or portion thereof should be treated for federal income tax purposes as a taxable exchange rather than a tax-deferred transaction that is not attributable to the Partnership allocating insufficient Partnership liabilities to the Protected Partner as of the Closing Date)date of the Contribution in violation of this Article 3, then the Partnership shall have no liability for monetary damages for any taxes recognized by the Protected Partner as a result of such election or Final Determination. In order to minimize the need for the Protected Partner Partners to enter into such Bottom Guarantees or Deficit Restoration Obligations, unless there has been a Section 752 Change in Law or other change in law relating to the Protected Partner allocation of “excess non-recourse liabilities” pursuant to Section 752 of the Code or Treasury Regulations thereunder that prevents it from doing so, the Partnership will use the additional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Gain Limitation Property to the Indirect Owners Protected Partners to the maximum extent possible. In that the event that applicable “built-in gain” with respect to those properties exceeds the amount of the Nonrecourse Liabilities considered secured by such Gain Limitation Property allocated to the Protected Partners under Treasury Regulations Section 1.752-3(a)(2). (c) Following the “Applicable Rules”) are issued which modify the requirements for bottom dollar guarantees to be effective in causing special allocations of partnership liabilities to Protected Partners for purposes of Section 752 of the Code and/or Section 465 of the CodeTax Protection Period, the Partnership, at its option and in its sole discretion, may agree continue to work with make available the Protected Partners together to modify any Bottom Guarantees to the extent necessary such that they will be effective under the Applicable Rules. The Contributor acknowledges that the U.S. Department of Treasury has issued proposed Treasury Regulations (79 F.R. 4826 (Jan. 30, 2014)) addressing the allocation of partnership liabilities under Section 752 of the Code (the “Proposed Regulations”). If the Proposed Regulations are finalized in their current form, a Protected Partner would not be allocated liabilities solely as a result of entering into a Bottom Guarantee. Even if the Proposed Regulations are finalized in their current form (or there is any other change in the Applicable Rules), the Partnership shall have no liability to a Protected Partner if it provides to the Protected Partner the ability to enter into a Bottom Guarantee in accordance with the terms of this Section 2.1(a). (b) Following the Tax Protection Period, the Partnership shall use its commercially reasonable efforts to permit a Protected Partner to enter into a Bottom Guarantee and/or Deficit Restoration Obligation as described opportunities provided for in Section 2.1(a3.1(b) above if requested by a Protected Partner. For the avoidance of doubtabove, following the Tax Protection Period, the notification requirement of Section 2.2 will not applyprovided that Partnership shall be under no obligation to do so.

Minimum Liability Allocation. (a) During the Tax Protection Period, the Partnership will offer to each Protected Partner the opportunity, in the Partnership’s discretion, either (i) to enter into a “bottom dollar guarantee” of certain liabilities of the Partnership (substantially in the form set forth in Schedule 2.1(c3.1(b)) pursuant to which the lender for the guaranteed liability is required to pursue all other collateral and security for the guaranteed liability (other than any “bottom dollar guarantees”) prior to seeking to collect on such a guarantee, and the lender shall have recourse against the guarantor only if, and solely to the extent that, the total amount recovered by the lender with respect to the guaranteed liability after the lender has exhausted its remedies is less than the aggregate of the guaranteed amounts with respect to such liability, and the maximum aggregate liability of each partner for all guaranteed liabilities shall be limited to the amount actually guaranteed by such partner (a “Bottom Guarantee”) or (ii) to enter into a Deficit Restoration Obligation, in such amount or amounts so as to cause a special allocation of partnership liabilities to such Protected Partner for purposes of Section 752 of the Code such that the Protected Partner’s allocable share of Partnership liabilities equals such Protected Partner’s Minimum Liability Amount and to cause a special allocation of partnership liabilities for purposes of Section 465 of the Code that increases the Protected Partner’s “at risk” amount by an such that the Protected Partner’s “at-risk” amount equal to equals such Protected Partner’s Minimum Liability Amount (determined as of the Closing Date)Amount. In order to minimize the need for the Protected Partner Partners to enter into such Bottom Guarantees or Deficit Restoration Obligations, the Protected Partner Partnership will use the additional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Gain Limitation Property to the Indirect Owners Protected Partners to the maximum extent possiblethat the “built-in gain” with respect to those properties exceeds the amount of the Nonrecourse Liabilities considered secured by such Gain Limitation Property allocated to the Protected Partners under Treasury Regulations Section 1.752-3(a)(2). In the event that applicable Treasury Regulations (the “Applicable Rules”) are issued which modify the requirements for bottom dollar guarantees to be effective in causing special allocations of partnership liabilities to Protected Partners for purposes of Section 752 of the Code and/or Section 465 of the Code, the Partnership, at its option and in its sole discretion, may agree to work with the Protected Partners together to modify any Bottom Guarantees such bottom guarantees to the extent necessary such that they will be effective under the Applicable Rules. The Contributor acknowledges that the U.S. Department of Treasury has issued proposed Treasury Regulations (79 F.R. 4826 (Jan. 30, 2014)) addressing the allocation of partnership liabilities under Section 752 of the Code (the “Proposed Regulations”). If the Proposed Regulations are finalized in their current form, a Protected Partner would not be allocated liabilities solely as a result of entering into a Bottom Guarantee. Even if the Proposed Regulations are finalized in their current form (or there is any other change in the Applicable Rules), the Partnership shall have no liability to a Protected Partner if it provides to the Protected Partner the ability to enter into a Bottom Guarantee in accordance with the terms of this Section 2.1(a). (b) Following the Tax Protection Period, the Partnership shall use Partnership, at its commercially reasonable efforts option and in its sole discretion, may continue to permit a Protected Partner to enter into a make available the Bottom Guarantee and/or Deficit Restoration Obligation as described opportunities provided for in Section 2.1(a3.1(a) above if requested by a Protected Partner. For the avoidance of doubtabove, following the Tax Protection Period, the notification requirement of Section 2.2 will not applyprovided that Partnership shall be under no obligation to do so.

Minimum Liability Allocation. (a) During the Tax Protection Period, the Partnership will offer to each Protected Partner the opportunity, in the Partnership’s discretion, either (i) to enter into a “bottom dollar vertical slice guarantee” of certain liabilities of the Partnership (substantially in the form set forth in Schedule 2.1(c3.2(b)) pursuant to which the lender for the guaranteed liability such Guaranteed Debt is required to pursue all other collateral and security for the guaranteed liability Guaranteed Debt (other than any “bottom dollar vertical slice guarantees”) prior to seeking to collect on such a guaranteePartner Guarantor, and the lender shall have recourse against the guarantor only if, and solely to the extent that, the total amount recovered by the lender with respect to the guaranteed liability after the lender has exhausted its remedies is less than the aggregate Protected Partner will guarantee a fractional share of each dollar of the guaranteed amounts with respect to such liabilityGuaranteed Debt, and the maximum aggregate liability of each partner for all guaranteed liabilities Guaranteed Debt shall be limited to the amount actually guaranteed by such partner Partner Guarantor (a “Bottom Vertical Slice Guarantee”) or (ii) in the event that the Partnership has sufficient recourse debt outstanding, to enter into a Deficit Restoration Obligation, in such amount or amounts so as to cause a special allocation of partnership liabilities to such Protected Partner for purposes of Section 752 of the Code such that the Protected Partner’s allocable share of Partnership liabilities equals such Protected Partner’s Minimum Liability Amount and to cause a special allocation of partnership liabilities for purposes of Section 465 of the Code that increases the Protected Partner’s “at risk” amount by an such that the Protected Partner’s “at-risk” amount equal to equals such Protected Partner’s Minimum Liability Amount (determined as of the Closing Date)Amount. In order to minimize the need for the Protected Partner Partners to enter into such Bottom Vertical Slice Guarantees or Deficit Restoration Obligations, the Protected Partner Partnership will use the additional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Gain Limitation Property to the Indirect Owners to the maximum extent possible. In the event that applicable Treasury Regulations (the “Applicable Rules”) are issued which modify the requirements for bottom dollar guarantees to be effective in causing special allocations of partnership liabilities to Protected Partners for purposes of Section 752 of the Code and/or Section 465 of the Code, the Partnership, at its option and in its sole discretion, may agree to work with the Protected Partners together to modify any Bottom Guarantees to the extent necessary such that they will be effective under the Applicable Rules. The Contributor acknowledges that the U.S. Department of Treasury has issued proposed Treasury Regulations (79 F.R. 4826 (Jan. 30, 2014)) addressing “built-in gain” with respect to those properties exceeds the allocation of partnership liabilities under Section 752 amount of the Code (the “Proposed Regulations”). If the Proposed Regulations are finalized in their current form, a Protected Partner would not be Nonrecourse Liabilities considered secured by such Gain Limitation Property allocated liabilities solely as a result of entering into a Bottom Guarantee. Even if the Proposed Regulations are finalized in their current form (or there is any other change in the Applicable Rules), the Partnership shall have no liability to a Protected Partner if it provides to the Protected Partner the ability to enter into a Bottom Guarantee in accordance with the terms of this Partners under Treasury Regulations Section 2.1(a1.752-3(a)(2). (b) Following Notwithstanding the Tax Protection Periodforegoing, if, due to a change in law, a Protected Partner reasonably believes that such Protected Partner may no longer continue to be allocated such Guaranteed Amount of a Guaranteed Debt, such Protected Partner may request a modification of such Vertical Slice Guarantee and the Partnership shall will use its commercially reasonable efforts to work with the lender with respect to such Guaranteed Debt to have the Vertical Slice Guarantee amended in a manner that will permit a such Protected Partner to be allocated such Protected Partner’s Guaranteed Amount with respect to the Guaranteed Debt or, in the event the Partnership has sufficient recourse debt outstanding, such Protected Partner, at its option, shall be offered the opportunity to enter into a Bottom Guarantee and/or Deficit Restoration Obligation in an amount equal to such Guaranteed Amount so that, assuming such Deficit Restoration Obligation is effective under applicable law, the amount of Partnership liabilities allocated to such Protected Partner shall not decrease as described a result of the change in Section 2.1(a) above if requested by law. Furthermore, if, due to a change in law, a Protected Partner reasonably believes such Protected Partner may no longer continue to be allocated Partnership liabilities with respect to a Deficit Restoration Obligation, such Protected Partner may request a modification of the terms of such Deficit Restoration Obligation and the Partnership will use commercially reasonable efforts to modify such Deficit Restoration Obligation in a manner that will permit such Protected Partner to be allocated Partnership liabilities in an amount so as to cause such Protected Partner. For the avoidance ’s allocable share of doubt, following the Tax Protection Period, the notification requirement of Section 2.2 will not applyPartnership liabilities to equal such Protected Partner’s Minimum Liability Amount.

Minimum Liability Allocation. (a) During the Tax Protection Period, the Partnership will offer to each Protected Partner at the opportunity, in Protected Partner’s option the Partnership’s discretion, either opportunity (i) to enter into a “bottom dollar guarantee” (whether individually or as part of certain liabilities a group of partners) of indebtedness of the Partnership (substantially in the form set forth in Schedule 2.1(c)) pursuant to which the lender for the guaranteed liability is required to pursue all other collateral and security for the guaranteed liability (other than any or a wholly-owned “bottom dollar guarantees”) prior to seeking to collect on such a guarantee, and the lender shall have recourse against the guarantor only if, and solely to the extent that, the total amount recovered by the lender with respect to the guaranteed liability after the lender has exhausted its remedies is less than the aggregate pass-through” Subsidiary of the guaranteed amounts with respect to such liability, and the maximum aggregate liability of each partner for all guaranteed liabilities shall be limited to the amount actually guaranteed by such partner (a “Bottom Guarantee”) Partnership or (ii) in the event the Partnership has sufficient recourse debt outstanding and the Protected Partner agrees in lieu of entering into a bottom dollar guarantee pursuant to clause (i) above, to enter into a Deficit Restoration Obligation, in such amount or amounts so as to cause a special allocation the amount of partnership Partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code such that the Protected Partner’s allocable share of Partnership liabilities equals to be not less than such Protected Partner’s Minimum Liability Amount and to cause a special allocation the amount of partnership Partnership liabilities with respect to which such Protected Partner will be considered to be “at risk” for purposes of Section 465 of the Code that increases the Protected Partner’s “at risk” amount by an amount equal to be not less than such Protected Partner’s Minimum Liability Amount (determined as of the Closing Date)Amount. In order to minimize the need for the Protected Partner Partners to enter into such Bottom Guarantees guarantees or Deficit Restoration ObligationsDROs, the Protected Partner Partnership will use the additional optional method under Treasury Regulations Regulation Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by any property acquired by the Partnership pursuant to the Indirect Owners Transaction to and for the maximum extent possible. In the event that applicable Treasury Regulations (the “Applicable Rules”) are issued which modify the requirements for bottom dollar guarantees to be effective in causing special allocations benefit of partnership liabilities to Protected Partners for purposes of Section 752 of the Code and/or Section 465 of the Code, the Partnership, at its option and in its sole discretion, may agree to work with the Protected Partners together to modify any Bottom Guarantees to the extent necessary such that they will be effective under the Applicable Rules. The Contributor acknowledges that the U.S. Department of Treasury has issued proposed Treasury Regulations (79 F.R. 4826 (Jan. 30, 2014)) addressing the allocation of partnership liabilities under Section 752 of the Code (the “Proposed Regulations”). If the Proposed Regulations are finalized built-in their current form, a Protected Partner would not be allocated liabilities solely as a result of entering into a Bottom Guarantee. Even if the Proposed Regulations are finalized in their current form (or there is any other change in the Applicable Rules), the Partnership shall have no liability to a Protected Partner if it provides gain” allocable to the Protected Partner under Section 704(c) of the ability Code with respect to enter into those properties exceeds the amount of the Nonrecourse Liabilities considered secured by such property allocated to the Protected Partners under Treasury Regulation Section 1.752-3(a)(2). A bottom dollar guarantee or a Bottom Guarantee in accordance with the terms of this Section 2.1(a). (b) Following the Tax Protection Period, the Partnership DRO shall use its commercially reasonable efforts be presumed to permit cause a Protected Partner to enter into a Bottom Guarantee and/or Deficit Restoration Obligation as described in Section 2.1(a) above if requested by a be allocated an amount of liabilities equal to such Protected Partner. For ’s Guaranteed Amounts of Guaranteed Debt or such Protected Partner’s DRO amount, as applicable, for purposes of Sections 465 and 752 of the avoidance of doubt, following the Tax Protection Period, the notification requirement of Section 2.2 will not applyCode.

Minimum Liability Allocation. (a) During It is the Partnership’s expectation that at the time of the IPO Transaction and for the foreseeable future thereafter, each Protected Partner will be allocated Non Recourse Liabilities at least equal to the Minimum Liability Amount for such Protected Partner. If at any time after the IPO Transaction and during the Tax Protection Period, the Partnership determines that there is a reasonable possibility that a Protected Partner will not be allocated Non Recourse Liabilities at least equal to the Minimum Liability Amount for such Protected Partner for any reason (including, without limitation, any Non Recourse Liabilities ceasing to be Non Recourse Liabilities because they become subject to a guarantee by the REIT or an affiliate of the REIT), the Partnership shall immediately (and, in any event, not less than 30 days prior to the point in time at which the Protected Partner will cease to be allocated Non Recourse Liabilities at least equal to its Minimum Liability Amount (including by reason of a guarantee by the REIT or an affiliate of the REIT becoming applicable to any Non Recourse Liability)) offer to each such Protected Partner Partner, at the opportunityProtected Partner’s option, in the Partnership’s discretion, opportunity either (i) to enter into a “bottom dollar guarantee” Qualified Guarantees of certain liabilities of the Partnership (substantially in the form set forth in Schedule 2.1(c)) pursuant to which the lender for the guaranteed liability is required to pursue all other collateral and security for the guaranteed liability (other than any “bottom dollar guarantees”) prior to seeking to collect on such a guarantee, and the lender shall have recourse against the guarantor only if, and solely to the extent that, the total amount recovered by the lender with respect to the guaranteed liability after the lender has exhausted its remedies is less than the aggregate of the guaranteed amounts with respect to such liability, and the maximum aggregate liability of each partner for all guaranteed liabilities shall be limited to the amount actually guaranteed by such partner (a “Bottom Guarantee”) Qualified Guarantee Indebtedness or (ii) to enter into a Deficit Restoration Obligation, in such amount or amounts so as to cause a special allocation the amount of partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code such that the Protected Partner’s allocable share of Partnership liabilities equals to be not less than such Protected Partner’s Minimum Liability Amount and to cause a special allocation the amount of partnership liabilities with respect to which such Protected Partner will be considered to be “at risk” for purposes of Section 465 of the Code that increases the Protected Partner’s “at risk” amount by an amount equal to be not less than such Protected Partner’s Minimum Liability Amount (determined Amount, as of the Closing Date)provided in this Article 3. In order to minimize the need for the Protected Partner Partners to enter into such Bottom Qualified Guarantees or Deficit Restoration Obligations, the Protected Partner Partnership will use the additional optional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Protected Property to the Indirect Owners to the maximum extent possible. In the event that applicable Treasury Regulations (the “Applicable Rules”) are issued which modify the requirements for bottom dollar guarantees to be effective in causing special allocations of partnership liabilities to Protected Partners for purposes of Section 752 of the Code and/or Section 465 of the Code, the Partnership, at its option and in its sole discretion, may agree to work with the Protected Partners together to modify any Bottom Guarantees to the extent necessary such that they will be effective under the Applicable Rules. The Contributor acknowledges that the U.S. Department of Treasury has issued proposed Treasury Regulations (79 F.R. 4826 (Jan. 30, 2014)) addressing “built-in gain” with respect to those properties exceeds the allocation of partnership liabilities under Section 752 amount of the Code (the “Proposed Regulations”). If the Proposed Regulations are finalized in their current form, a Nonrecourse Liabilities considered secured by such Protected Partner would not be Property allocated liabilities solely as a result of entering into a Bottom Guarantee. Even if the Proposed Regulations are finalized in their current form (or there is any other change in the Applicable Rules), the Partnership shall have no liability to a Protected Partner if it provides to the Protected Partner the ability to enter into a Bottom Guarantee in accordance with the terms of this Partners under Treasury Regulations Section 2.1(a1.752-3(a)(2). (b) Following the Tax Protection Period, the Partnership shall use its commercially reasonable efforts to permit a Protected Partner to enter into a Bottom Guarantee and/or Deficit Restoration Obligation as described in Section 2.1(a) above if requested by a Protected Partner. For the avoidance of doubt, following the Tax Protection Period, the notification requirement of Section 2.2 will not apply.

Minimum Liability Allocation. (a) During the Tax Protection Period, the Partnership will offer to each Protected Partner the opportunity, in the Partnership’s discretion, either (i) to enter into a “bottom dollar vertical slice guarantee” of certain liabilities of the Partnership (substantially in the form set forth in Schedule 2.1(c)) pursuant to which the lender for the guaranteed liability such Guaranteed Debt is required to pursue all other collateral and security for the guaranteed liability Guaranteed Debt (other than any “bottom dollar vertical slice guarantees”) prior to seeking to collect on such a guaranteePartner Guarantor, and the lender shall have recourse against the guarantor only if, and solely to the extent that, the total amount recovered by the lender with respect to the guaranteed liability after the lender has exhausted its remedies is less than the aggregate Protected Partner will guarantee a fractional share of each dollar of the guaranteed amounts with respect to such liabilityGuaranteed Debt, and the maximum aggregate liability of each partner for all guaranteed liabilities Guaranteed Debt shall be limited to the amount actually guaranteed by such partner Partner Guarantor (a “Bottom Vertical Slice Guarantee”) or (ii) in the event that the Partnership has sufficient recourse debt outstanding, to enter into a Deficit Restoration Obligation, commercially reasonable guarantees, reimbursement agreements or indemnifications, in such amount or amounts so as to cause a special allocation of partnership liabilities to such Protected Partner for purposes of Section 752 of the Code such that the Protected Partner’s allocable share of Partnership liabilities equals such Protected Partner’s Minimum Liability Amount and to cause a special allocation of partnership liabilities for purposes of Section 465 of the Code that increases the Protected Partner’s “at risk” amount by an such that the Protected Partner’s “at-risk” amount equal to equals such Protected Partner’s Minimum Liability Amount (determined as of the Closing Date)Amount. In order to minimize the need for the a Protected Partner to enter into such Bottom Guarantees a Vertical Slice Guarantee or Deficit Restoration Obligations, the Protected Partner Partnership will use the additional traditional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Gain Limitation Property to the Indirect Owners to the maximum extent possible. In the event that applicable Treasury Regulations (the “Applicable Rules”) are issued which modify the requirements for bottom dollar guarantees to be effective in causing special allocations of partnership liabilities to Protected Partners for purposes of Section 752 of the Code and/or Section 465 of the Code, the Partnership, at its option and in its sole discretion, may agree to work with the Protected Partners together to modify any Bottom Guarantees to the extent necessary such that they will be effective under the Applicable Rules. The Contributor acknowledges that the U.S. Department “built-in gain” with respect to those properties exceeds the amount of Treasury has issued proposed the Nonrecourse Liabilities considered secured by such Gain Limitation Property allocated to the Protected Partners under Treasury Regulations (79 F.R. 4826 (Jan. 30, 2014)) addressing the allocation of partnership liabilities under Section 752 of the Code (the “Proposed Regulations”1.752-3(a)(2). If Any Vertical Slice Guarantee shall also include such indemnities and/or waivers of subrogation as are necessary to ensure that the Proposed Regulations are finalized in their current form, a Protected Partner would not be guaranteed portion of such debt is allocated liabilities solely as a result of entering into a Bottom Guarantee. Even if the Proposed Regulations are finalized in their current form (or there is any other change in the Applicable Rules), the Partnership shall have no liability to a Protected Partner if it provides to the Protected Partner pursuant to the ability to enter into a Bottom Guarantee in accordance with regulations under §752 of the terms of this Section 2.1(a)Code. (b) Following Notwithstanding the Tax Protection Periodforegoing, if, due to a change in law, a Protected Partner reasonably believes that such Protected Partner may no longer continue to be allocated such Guaranteed Amount of a Guaranteed Debt, such Protected Partner may request a modification of such Vertical Slice Guarantee and the Partnership shall will use its commercially reasonable efforts to work with the lender with respect to such Guaranteed Debt to have the Vertical Slice Guarantee amended in a manner that will permit a such Protected Partner to be allocated such Protected Partner’s Guaranteed Amount with respect to the Guaranteed Debt or, in the event the Partnership has sufficient recourse debt outstanding, such Protected Partner, at its option, shall be offered the opportunity to enter into a Bottom Guarantee and/or Deficit Restoration Obligation in an amount equal to such Guaranteed Amount so that, assuming such Deficit Restoration Obligation is effective under applicable law, the amount of Partnership liabilities allocated to such Protected Partner shall not decrease as described a result of the change in Section 2.1(a) above if requested by law. Furthermore, if, due to a change in law, a Protected Partner reasonably believes such Protected Partner may no longer continue to be allocated Partnership liabilities with respect to a Deficit Restoration Obligation, such Protected Partner may request a modification of the terms of such Deficit Restoration Obligation and the Partnership will use commercially reasonable efforts to modify such Deficit Restoration Obligation in a manner that will permit such Protected Partner to be allocated Partnership liabilities in an amount so as to cause such Protected Partner. For the avoidance ’s allocable share of doubt, following the Tax Protection Period, the notification requirement of Section 2.2 will not applyPartnership liabilities to equal such Protected Partner’s Minimum Liability Amount.

Minimum Liability Allocation. (ai) During the Tax Protection Period, the Operating Partnership will offer to each Protected Partner the opportunity, in the Partnership’s discretion, either (i) to enter into a “bottom dollar vertical slice guarantee” of certain liabilities of the Operating Partnership (substantially in the form set forth in Schedule 2.1(c)) pursuant to which the lender for the guaranteed liability such Guaranteed Debt is required to pursue all other collateral and security for the guaranteed liability Guaranteed Debt (other than any “bottom dollar vertical slice guarantees”) prior to seeking to collect on such a guaranteePartner Guarantor, and the lender shall have recourse against the guarantor only if, and solely to the extent that, the total amount recovered by the lender with respect to the guaranteed liability after the lender has exhausted its remedies is less than the aggregate Protected Partner will guarantee a fractional share of each dollar of the guaranteed amounts with respect to such liabilityGuaranteed Debt, and the maximum aggregate liability of each partner for all guaranteed liabilities Guaranteed Debt shall be limited to the amount actually guaranteed by such partner Partner Guarantor (a “Bottom Vertical Slice Guarantee”) or (ii) in the event that the Operating Partnership has sufficient recourse debt outstanding, to enter into a Deficit Restoration Obligation, commercially reasonable guarantees, reimbursement agreements or indemnifications, in such amount or amounts so as to cause a special allocation of partnership liabilities to such Protected Partner for purposes of Section 752 of the Code such that the Protected Partner’s allocable share of Operating Partnership liabilities equals such Protected Partner’s Minimum Liability Amount and to cause a special allocation of partnership liabilities for purposes of Section 465 of the Code that increases the Protected Partner’s “at risk” amount by an such that the Protected Partner’s “at-risk” amount equal to equals such Protected Partner’s Minimum Liability Amount (determined as of the Closing Date)Amount. In order to To minimize the need for the a Protected Partner to enter into such Bottom Guarantees a Vertical Slice Guarantee or Deficit Restoration Obligations, the Protected Partner Operating Partnership will use the additional traditional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Protected Property to the Indirect Owners Protected Partners to the maximum extent possible. In that the event that applicable “built-in gain” with respect to those properties exceeds the amount of the Nonrecourse Liabilities considered secured by such Protected Property allocated to the Protected Partners under Treasury Regulations (Section 1.752-3(a)(2). Any Vertical Slice Guarantee shall also include such indemnities and/or waivers of subrogation as are necessary to ensure that the “Applicable Rules”) are issued which modify guaranteed portion of such debt is allocated to the requirements for bottom dollar guarantees Protected Partner pursuant to be effective in causing special allocations of partnership liabilities to Protected Partners for purposes of Section the regulations under §752 of the Code and/or Section 465 of Code. (ii) Notwithstanding the Codeforegoing, the Partnershipif, at its option and due to a change in its sole discretion, may agree to work with the Protected Partners together to modify any Bottom Guarantees to the extent necessary such that they will be effective under the Applicable Rules. The Contributor acknowledges that the U.S. Department of Treasury has issued proposed Treasury Regulations (79 F.R. 4826 (Jan. 30, 2014)) addressing the allocation of partnership liabilities under Section 752 of the Code (the “Proposed Regulations”). If the Proposed Regulations are finalized in their current formlaw, a Protected Partner would not reasonably believes that such Protected Partner may no longer continue to be allocated liabilities solely as such Guaranteed Amount of a result of entering into a Bottom Guarantee. Even if the Proposed Regulations are finalized in their current form (or there is any other change in the Applicable Rules)Guaranteed Debt, the Partnership shall have no liability to a such Protected Partner if it provides to may request a modification of such Vertical Slice Guarantee and the Protected Partner the ability to enter into a Bottom Guarantee in accordance with the terms of this Section 2.1(a). (b) Following the Tax Protection Period, the Operating Partnership shall will use its commercially reasonable efforts to work with the lender with respect to such Guaranteed Debt to have the Vertical Slice Guarantee amended in a manner that will permit a such Protected Partner to enter into a Bottom Guarantee and/or Deficit Restoration Obligation as described in Section 2.1(a) above if requested by a be allocated such Protected Partner. For the avoidance of doubt, following the Tax Protection Period, the notification requirement of Section 2.2 will not apply.’s Guaranteed Amount with respect

Minimum Liability Allocation. (a) During the Tax Protection Period, the Partnership will offer to each Protected Partner the opportunity, in the Partnership’s discretion, either (i) to enter into a “bottom dollar guarantee” of certain liabilities of the Partnership (substantially in the form set forth in Schedule 2.1(c3.1(b)) pursuant to which the lender for the guaranteed liability is required to pursue all other collateral and security for the guaranteed liability (other than any “bottom dollar guarantees”) prior to seeking to collect on such a guarantee, and the lender shall have recourse against the guarantor only if, and solely to the extent that, the total amount recovered by the lender with respect to the guaranteed liability after the lender has exhausted its remedies is less than the aggregate of the guaranteed amounts with respect to such liability, and the maximum aggregate liability of each partner for all guaranteed liabilities shall be limited to the amount actually guaranteed by such partner (a “Bottom Guarantee”) or (ii) to enter into a Deficit Restoration Obligation, in such amount or amounts so as to cause a special allocation of partnership liabilities to such Protected Partner for purposes of Section 752 of the Code such that the Protected Partner’s allocable share of Partnership liabilities equals in an amount equal to such Protected Partner’s Minimum Liability Amount (determined as of the Closing Date) and to cause a special allocation of partnership liabilities for purposes of Section 465 of the Code that increases the Protected Partner’s “at risk” amount by an amount equal to such Protected Partner’s Minimum Liability Amount (determined as of the Closing Date). In order to minimize the need for the Protected Partner Partners to enter into such Bottom Guarantees or Deficit Restoration Obligations, the Protected Partner Partnership will use the additional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Gain Limitation Property to the Indirect Owners to the maximum extent possible. In the event that applicable Treasury Regulations (the “Applicable Rules”) are issued which modify the requirements for bottom dollar guarantees to be effective in causing special allocations of partnership liabilities to Protected Partners for purposes of Section 752 of the Code and/or Section 465 of the Code, the Partnership, at its option and in its sole discretion, may agree to work with the Protected Partners together to modify any Bottom Guarantees to the extent necessary such that they will be effective under the Applicable Rules. The Contributor acknowledges that the U.S. Department of Treasury has issued proposed Treasury Regulations (79 F.R. 4826 (Jan. 30, 2014)) addressing “built-in gain” with respect to those properties exceeds the allocation of partnership liabilities under Section 752 amount of the Code (the “Proposed Regulations”). If the Proposed Regulations are finalized in their current form, a Protected Partner would not be Nonrecourse Liabilities considered secured by such Gain Limitation Property allocated liabilities solely as a result of entering into a Bottom Guarantee. Even if the Proposed Regulations are finalized in their current form (or there is any other change in the Applicable Rules), the Partnership shall have no liability to a Protected Partner if it provides to the Protected Partner the ability to enter into a Bottom Guarantee in accordance with the terms of this Partners under Treasury Regulations Section 2.1(a1.752-3(a)(2). (b) Following the Tax Protection Period, the Partnership shall use its commercially reasonable efforts to permit a Protected Partner to enter into a Bottom Guarantee and/or Deficit Restoration Obligation as described in Section 2.1(a) above if requested by a Protected Partner. For the avoidance of doubt, following the Tax Protection Period, the notification requirement of Section 2.2 will not apply.