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 (i) to enter into a “bottom dollar guarantee” (whether individually or as part of 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 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. In order to minimize the need for Protected Partners to enter into guarantees or DROs, the Partnership will use the optional method under Treasury Regulation Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by 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 property allocated to the Protected Partners under Treasury 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 (or, at the Protected Partner’s option request of an Indirect Owner, such Indirect Owner) the opportunity either (ia) to enter into a “bottom dollar guarantee” Qualified Guarantees (whether individually or as part such guarantee is in the form of a group direct guarantee to the lender or an indemnification of partnersthe General Partner or the REIT in the case of debt guaranteed or to be guaranteed by the General Partner or the REIT) of indebtedness of the Partnership or a Subsidiary of the Partnership Qualified Guarantee Indebtedness; or (iib) 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 ObligationObligation or “DRO”, 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 Amount, and to cause the that 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 the Protected Partners Partner (or Indirect Owner) to enter into guarantees Qualified Guarantees or DROs, the Partnership will use the optional method under Treasury Regulation Regulations Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by any property acquired by the Partnership pursuant a Protected Property to the Transaction to and for the benefit of the Protected Partners to the extent that the “built-in gain” allocable with respect to the Protected Partner under Section 704(c) of the Code with respect to those properties Properties exceeds the amount of the Nonrecourse Liabilities considered secured by such property Protected Properties allocated to the Protected Partners under Treasury Regulation Regulations 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 (or, at the Protected Partnerrequest of an Indirect Owner thereof, such Indirect Owner) at the Partnership’s option the opportunity (i) to enter into a “bottom dollar guaranteedollar” basis (whether individually or as part of a group of partners) guarantee 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 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 guarantees or DROs, the Partnership will use the optional method under Treasury Regulation Regulation Section 1.7521. 752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by any property acquired by the Partnership pursuant a Protected Property 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 property Protected Property allocated to the Protected Partners under Treasury Regulation Section 1.752-3(a)(2). A “bottom dollar 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 applicableDebt, 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 (or, at the Protected Partnerrequest of an Indirect Owner thereof, such Indirect Owner) at the Partnership’s option the opportunity (i) to enter into a “bottom dollar guaranteedollar” basis (whether individually or as part of a group of partners) guarantee 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 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 guarantees or DROs, the Partnership will use the optional method under Treasury Regulation Section 1.752-3(a)(3) to allocate Nonrecourse Liabilities considered secured by any property acquired by the Partnership pursuant a Protected Property 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 property Protected Property allocated to the Protected Partners under Treasury Regulation Section 1.752-3(a)(2). A “bottom dollar 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 applicableDebt, 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 the opportunity (i) to enter into a “bottom dollar guarantee” (whether individually or as part Qualified Guarantees of 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, Qualified Guarantee Indebtedness 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 (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 guarantees or DROsQualified Guarantees, the Partnership will use the optional additional method under Treasury Regulation Regulations Section 1.752-3(a)(3) to allocate excess Nonrecourse Liabilities considered secured by any property acquired by the Partnership pursuant a Protected Property or Gain Limitation Property 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 property Protected Property or Gain Limitation Property allocated to the Protected Partners under Treasury Regulation Regulations Section 1.752-3(a)(2). A bottom dollar guarantee or a DRO shall be presumed The Partnership may choose to cause 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 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.