Common use of Minimum Liability Allocation Clause in Contracts

Minimum Liability Allocation. During the Tax Protection Period, the Partnership will offer to each Protected Partner, at the Protected Partner’s option, the opportunity either (i) to enter into Qualified Guarantees of Qualified Guarantee Indebtedness or (ii) to enter into a Deficit Restoration Obligation, in such amount or amounts so as to cause the amount of partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code to be not less than such Protected Partner’s Minimum Liability Amount and to 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, as provided in this Article 3. In order to minimize the need for Protected Partners to enter into Qualified Guarantees or Deficit Restoration Obligations, to the extent and for so long as is permissible, the Partnership will use the optional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Protected Property to the Protected Partners to the extent that the “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).

Minimum Liability Allocation. During the Tax Protection Period, the Partnership will offer to each Protected PartnerPartner (or, at the Protected Partner’s optionrequest of an Indirect Owner, such Indirect Owner) the opportunity either (ia) to enter into Qualified Guarantees (whether such guarantee is in the form of a direct guarantee to the lender or an indemnification of the General Partner or the REIT in the case of debt guaranteed or to be guaranteed by the General Partner or the REIT) of Qualified Guarantee Indebtedness Indebtedness; or (iib) to enter into a Deficit Restoration Obligation, Obligation or “DRO,” in such amount or amounts so as to cause the amount of partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code to be not less than such Protected Partner’s Minimum Liability Amount Amount, and to cause the that 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 to be not less than such Protected Partner’s Minimum Liability Amount, as provided in this Article 3. In order to minimize the need for the Protected Partners Partner (or Indirect Owner) to enter into Qualified Guarantees or Deficit Restoration Obligations, to the extent and for so long as is permissibleDROs, the Partnership will use the optional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Protected Property to the Protected Partners to the extent that the “built-in gain” with respect to those Partnership properties exceeds the amount of the Nonrecourse Liabilities considered secured by such Protected Property properties allocated to the Protected Partners under Treasury Regulations Section 1.752-3(a)(2).

Minimum Liability Allocation. During the Tax Protection Period, the Partnership will offer to each Protected PartnerPartner (or, at the Protected Partnerrequest of an Indirect Owner thereof, such Indirect Owner) at the Partnership’s option, option the opportunity either (i) to enter into Qualified Guarantees a “bottom dollar” basis (whether individually or as part of Qualified Guarantee Indebtedness a group of partners) guarantee of indebtedness of the Partnership or a Subsidiary of the Partnership or (ii) to enter into a Deficit Restoration Obligation, in such amount or amounts so as to cause the amount of partnership Partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code to be not less than such Protected Partner’s Minimum Liability Amount and to cause 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 to be not less than such Protected Partner’s Minimum Liability Amount, as provided in this Article 3. In order to minimize the need for Protected Partners to enter into Qualified Guarantees guarantees or Deficit Restoration Obligations, to the extent and for so long as is permissibleDROs, the Partnership will use the optional method under Treasury Regulations Regulation Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Protected Property to the Protected Partners to the extent that the “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 Regulation Section 1.752-3(a)(2). A “bottom dollar” guarantee shall be presumed to cause a Protected Partner to be allocated an amount of liabilities equal to such Protected Partner’s Guaranteed Amounts of Guaranteed Debt, for purposes of Sections 465 and 752 of the Code.

Minimum Liability Allocation. During the Tax Protection Period, the Partnership will offer to each Protected Partner, Partner at the Protected Partner’s option, option the opportunity either (i) to enter into Qualified Guarantees a “bottom dollar guarantee” (whether individually or as part of Qualified Guarantee Indebtedness a group of partners) of indebtedness of the Partnership or a Subsidiary of the 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 the amount of partnership Partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code to be not less than such Protected Partner’s Minimum Liability Amount and to cause 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 to be not less than such Protected Partner’s Minimum Liability Amount, as provided in this Article 3. In order to minimize the need for Protected Partners to enter into Qualified Guarantees guarantees or Deficit Restoration Obligations, to the extent and for so long as is permissibleDROs, the Partnership will use the optional method under Treasury Regulations Regulation Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Protected Property any property acquired by the Partnership pursuant to the Transaction to and for the benefit of the Protected Partners to the extent that the “built-in gain” allocable to the Protected Partner under Section 704(c) of the Code with respect to those properties exceeds the amount of the Nonrecourse Liabilities considered secured by such Protected Property property allocated to the Protected Partners under Treasury Regulations Regulation Section 1.752-3(a)(2). A bottom dollar guarantee or a DRO shall be presumed to cause a Protected Partner to be allocated an amount of liabilities equal to such Protected Partner’s Guaranteed Amounts of Guaranteed Debt or such Protected Partner’s DRO amount, as applicable, for purposes of Sections 465 and 752 of the Code.

Minimum Liability Allocation. During the Tax Protection Period, the Partnership will offer to each Protected Partner, at the Protected Partner’s option, Partner the opportunity either (i) to enter into Qualified Guarantees of Qualified Guarantee Indebtedness or (ii) to enter into a Deficit Restoration Obligation, in such amount or amounts so as to cause the amount of partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code to be not less than such Protected Partner’s Minimum Liability Amount and to 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 (without taking into account any action of the Protected Partner that would preclude such liability from being so considered) to be not less than such Protected Partner’s Partner’s Minimum Liability Amount, as provided in this Article 3. In order to minimize the need for Protected Partners to enter into Qualified Guarantees or Deficit Restoration Obligations, to the extent and for so long as is permissibleGuarantees, the Partnership will use the optional additional method under Treasury Regulations Section 1.752-3(a)(3) to allocate excess Nonrecourse Liabilities considered secured by a Protected Property or Gain Limitation Property to the Protected Partners to the extent that the “built-in gain” with respect to those properties exceeds the amount of the Nonrecourse Liabilities considered secured by such Protected Property or Gain Limitation Property allocated to the Protected Partners under Treasury Regulations Section 1.752-3(a)(2). The Partnership may choose to allocate excess Nonrecourse Liabilities under one of the other available methods under Treasury Regulation Section 1.752-3(a)(3) providing such method does not result in any adverse consequences to a Protected Partner.

Minimum Liability Allocation. During the Tax Protection Period, the Partnership will offer to each Protected Partner, at the Protected Partner’s option, the opportunity either (i) to enter into Qualified Guarantees of Qualified Guarantee Indebtedness or (ii) to enter into a Deficit Restoration Obligation, in such amount or amounts so as to cause the amount of partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code to be not less than such Protected Partner’s Minimum Liability Amount and to 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, as provided in this Article 3. In order to minimize the need for Protected Partners to enter into Qualified Guarantees or Deficit Restoration Obligations, to the extent and for so long as is permissible, the Partnership will use the optional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Protected Property to the Protected Partners to the extent that the “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).

Minimum Liability Allocation. During the Tax Protection Period, the Partnership will offer to each Protected PartnerPartner (or, at the Protected Partner’s optionrequest of an Indirect Owner, such Indirect Owner) the opportunity either (ia) to enter into Qualified Guarantees (whether such guarantee is in the form of a direct guarantee to the lender or an indemnification of the General Partner or the REIT in the case of debt guaranteed or to be guaranteed by the General Partner or the REIT) of Qualified Guarantee Indebtedness Indebtedness; or (iib) to enter into a Deficit Restoration ObligationObligation or “DRO”, in such amount or amounts so as to cause the amount of partnership liabilities allocated to such Protected Partner for purposes of Section 752 of the Code to be not less than such Protected Partner’s Minimum Liability Amount Amount, and to cause the that 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 to be not less than such Protected Partner’s Minimum Liability Amount, as provided in this Article 3. In order to minimize the need for the Protected Partners Partner (or Indirect Owner) to enter into Qualified Guarantees or Deficit Restoration Obligations, to the extent and for so long as is permissibleDROs, the Partnership will use the optional method under Treasury Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by a Protected Property to the Protected Partners to the extent that the “built-in gain” with respect to those properties the Protected Properties exceeds the amount of the Nonrecourse Liabilities considered secured by such Protected Property Properties allocated to the Protected Partners under Treasury Regulations Section 1.752-3(a)(2).