Common use of Substantial Economic Effect Clause in Contracts

Substantial Economic Effect. It is the intent of the Partners that the allocations of Profit and Loss under the Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article 6 and other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent. The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to modify (i) the manner in which the Capital Accounts, or any debits, or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed; or (ii) the manner in which items are allocated among the Partners for U.S. federal income tax purposes in order to comply with such Regulations or to comply with Section 704(c) of the Code, the General Partner may make such modification without regard to Article 14 of the Agreement, provided that it is not likely to have a material effect on the amounts distributable to any Person pursuant to Article 13 of the Agreement upon the dissolution of the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the aggregate Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q), (ii) make any adjustments necessary or appropriate to maintain equality between the net asset value of a class of REIT Shares and the aggregate Capital Account balance of the corresponding Class of Partnership Units and (iii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b). In addition, the General Partner may adopt and employ such methods and procedures for (i) the maintenance of book and tax capital accounts; (ii) the determination and allocation of adjustments under Sections 704(c), 734, and 743 of the Code; (iii) the determination of Profit, Loss, taxable income and loss and items thereof under this Agreement and pursuant to the Code; (iv) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis; (v) the allocation of asset value and tax basis; and (vi) conventions for the determination of cost recovery, depreciation and amortization deductions, as it determines in its sole discretion are necessary or appropriate to execute the provisions of this Agreement, to comply with federal and state tax laws, and/or are in the best interest of the Partners.

Substantial Economic Effect. It is the intent of the Partners that the allocations of Profit and Loss under the Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article 6 and other relevant The provisions of this Agreement shall be interpreted in a manner consistent with such intent. The Article 9 and the other provisions of this Agreement relating to the maintenance of Capital Accounts and procedures upon liquidation of the LLC are intended to comply generally with Regulations the provisions of Treasury Regulation Section 1.704-1(b)1, and shall be interpreted and applied in a manner consistent with such RegulationsTreasury Regulations and, to the extent the subject matter thereof is otherwise not addressed by this Agreement, the provisions of Treasury Regulation Section 1.704-1 are hereby incorporated by reference, unless the Manager shall determine that such incorporation will result in economic consequences inconsistent with the economic arrangement among the Members as expressed in this Agreement. In the event the General Partner Manager shall determine that it is prudent to modify (i) the manner in which the Capital Accounts, or any debits, or credits thereto (including, without limitation, debits or credits relating to liabilities which thereto, are secured by contributed computed or distributed property allocated or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed; or (ii) the manner in which items contributions and distributions upon liquidation (or otherwise) of the LLC (or any Member's interest therein) are allocated among the Partners for U.S. federal income tax purposes effected in order to comply with such Treasury Regulations and other applicable tax laws, or to comply with Section 704(c) assure that the LLC is treated as a partnership for tax purposes, or to achieve the economic arrangement of the CodeMembers as expressed in this Agreement, then notwithstanding Section 15.1 hereof, the General Partner Manager may make such modification without regard to Article 14 of the Agreementmodification, provided that it is not likely to have a material more than an insignificant detrimental effect on the total amounts distributable pursuant to any Person pursuant to Article 13 of the Agreement upon the dissolution of the PartnershipMember. The General Partner Manager shall also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the aggregate Capital Accounts of the Partners Members and the amount of Partnership LLC capital reflected on the Partnership’s LLC's balance sheet, as computed for book purposes, purposes pursuant to this Agreement in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(q1(b)(2)(iv)(g), and (ii) make any adjustments necessary or appropriate to maintain equality between the net asset value of a class of REIT Shares and the aggregate Capital Account balance of the corresponding Class of Partnership Units and (iii) make any appropriate modifications in the event unanticipated events (such as the incurrence of nonrecourse indebtedness) might otherwise cause the allocations under this Agreement to not to comply with Treasury Regulations Section 1.704-1(b). In addition, ) (and in the General Partner may adopt and employ such methods and procedures for (i) the maintenance of book and tax capital accounts; (ii) the determination and allocation of adjustments under Sections 704(c), 734, and 743 case of the Code; (iiiincurrence of nonrecourse indebtedness, Treasury Regulation Section 1.704-2) provided in each case that the determination of Profit, Loss, taxable income and loss and items thereof under this Agreement and pursuant to Managers determine that such adjustments or modifications shall not result in economic consequences inconsistent with the Code; (iv) economic arrangement among the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis; (v) the allocation of asset value and tax basis; and (vi) conventions for the determination of cost recovery, depreciation and amortization deductions, Members as it determines expressed in its sole discretion are necessary or appropriate to execute the provisions of this Agreement, to comply with federal and state tax laws, and/or are in the best interest of the Partners.

Substantial Economic Effect. It is the intent of the Partners that the allocations of Profit and Loss under the Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article 6 and other relevant The provisions of this Agreement shall be interpreted in a manner consistent with such intent. The Article IV and --------------------------- the other provisions of this Agreement relating to the maintenance of Capital Accounts and procedures upon liquidation of the Partnership are intended to comply generally with Regulations the provisions of Treasury Regulation Section 1.704-1(b)1, and shall be interpreted and applied in a manner consistent with such RegulationsRegulations and, to the extent the subject matter thereof is otherwise not addressed by this Agreement, the provisions of Treasury Regulations Section 1.704-1 are hereby incorporated by reference unless the General Partner shall determine that such incorporation will result in economic consequences inconsistent with the economic arrangement among the Partners as expressed in this Agreement. In the event the General Partner shall determine that it is prudent to modify (i) the manner in which the Capital Accounts, or any debits, or credits thereto (including, without limitation, debits or credits relating to liabilities which thereto, are secured by contributed computed or distributed property allocated or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed; or (ii) the manner in which items distributions and contributions upon liquidation (or otherwise) of the Partnership (or any Partner's interest therein) are allocated among the Partners for U.S. federal income tax purposes effected in order to comply with such Regulations and other applicable tax laws, or to comply with Section 704(c) assure that the Partnership is treated as a partnership for tax purposes, or to achieve the economic arrangement of the CodePartners as expressed in this Agreement, then notwithstanding Paragraph 10.7 hereof, the General Partner may make such modification without regard to Article 14 of the Agreementmodification, provided that it is not likely to have a material more than an insignificant detrimental effect on the tax consequences and total amounts distributable to any Person Limited Partner pursuant to Article 13 of the Agreement upon the dissolution of the PartnershipArticles VI and VIII as applied without giving effect to such modification. The General Partner shall also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the aggregate Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s 's balance sheet, as computed for book purposespurposes pursuant to this Agreement, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q1(b)(2)(iv)(g), and (ii) make any adjustments necessary or appropriate to maintain equality between the net asset value of a class of REIT Shares and the aggregate Capital Account balance of the corresponding Class of Partnership Units and (iii) make any appropriate modifications in the event unanticipated events (such as the incurrence of nonrecourse indebtedness) might otherwise cause the allocations under this Agreement not to comply with Treasury Regulations Section 1.704-1(b). In addition, provided in each case that the General Partner may adopt and employ determines that such methods and procedures for (i) adjustments or modifications shall not result in economic consequences inconsistent with the maintenance of book and tax capital accounts; (ii) economic arrangement among the determination and allocation of adjustments under Sections 704(c), 734, and 743 of the Code; (iii) the determination of Profit, Loss, taxable income and loss and items thereof under this Agreement and pursuant to the Code; (iv) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis; (v) the allocation of asset value and tax basis; and (vi) conventions for the determination of cost recovery, depreciation and amortization deductions, Partners as it determines expressed in its sole discretion are necessary or appropriate to execute the provisions of this Agreement, to comply with federal and state tax laws, and/or are in the best interest of the Partners.

Substantial Economic Effect. It is the intent of the Partners that the allocations of Profit and Loss under the Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article 6 and other relevant The provisions of this Agreement shall be interpreted in a manner consistent with such intent. The Article IV and the other provisions of this Agreement relating to the maintenance of Capital Accounts and procedures upon liquidation of the Partnership are intended to comply generally with Regulations the provisions of Treasury Regulation Section 1.704-1(b)1, and shall be interpreted and applied in a manner consistent with such RegulationsRegulation and, to the extent the subject matter thereof is otherwise not addressed by this Agreement, the provisions of Treasury Regulations Section 1.704-1 are hereby incorporated by reference unless the General Partner shall determine that such incorporation will result in economic consequences inconsistent with the economic arrangement of the Partner expressed in this Agreement. In the event the General Partner shall determine that it is prudent to modify (i) the manner in which the Capital Accounts, or any debits, or credits thereto (including, without limitation, debits or credits relating to liabilities which thereto, are secured by contributed computed or distributed property allocated or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed; or (ii) the manner in which items distributions and contributions upon liquidation (or otherwise) of the Partnership (or any Partner's interest therein) are allocated among the Partners for U.S. federal income tax purposes effected in order to comply with such Regulations and other applicable tax laws, or to comply with Section 704(c) assure that the Partnership is treated as a partnership for tax purposes, or to achieve the economic arrangement of the CodePartners as expressed in this Agreement, then notwithstanding Section 10.7 hereof, the General Partner may make such modification without regard to Article 14 of the Agreement, provided that it is not likely to have a material effect on the amounts distributable to any Person pursuant to Article 13 of the Agreement upon the dissolution of the Partnershipmodification. The General Partner shall also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the aggregate Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s 's balance sheet, as computed for book purposespurposes pursuant to this Agreement, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q1(b)(2)(iv)(g), and (ii) make any adjustments necessary or appropriate to maintain equality between the net asset value of a class of REIT Shares and the aggregate Capital Account balance of the corresponding Class of Partnership Units and (iii) make any appropriate modifications in the event unanticipated events (such as the incurrence of partner nonrecourse indebtedness (within the meaning of Treasury Regulations Section 1.704-2) might otherwise cause the allocations under this Agreement to not to comply with Treasury Regulations Section 1.704-1(b). In addition) (and in the case of the incurrence of partner nonrecourse indebtedness, Treasury Regulation Section 1.704-2) provided in each case that the General Partner may adopt and employ determines that such methods and procedures for (i) the maintenance of book and tax capital accounts; (ii) the determination and allocation of adjustments under Sections 704(c), 734, and 743 of the Code; (iii) the determination of Profit, Loss, taxable income and loss and items thereof under this Agreement and pursuant to the Code; (iv) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis; (v) the allocation of asset value and tax basis; and (vi) conventions for the determination of cost recovery, depreciation and amortization deductions, as it determines in its sole discretion are necessary or appropriate to execute the provisions of this Agreement, to comply with federal and state tax laws, and/or are in the best interest of the Partners.modifications

Substantial Economic Effect. It is the intent of the Partners that the allocations of Profit and Loss under the Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article 6 and other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent. The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply generally with Regulations Section 1.704-1(b), the provisions of USA Treasury Regulation and shall be interpreted and applied in a manner consistent with such Regulations; and, to the extent the subject matter thereof is otherwise not addressed by this Agreement, the provisions of USA Treasury Regulations are hereby incorporated by reference unless the Managing Members shall determine that such incorporation will result in economic consequences inconsistent with the economic arrangement among the Members as expressed in this Agreement. In the event the General Partner Managing Members shall determine that it is prudent to modify (i) the manner in which the Capital Accounts, or any debits, or credits thereto (including, without limitation, debits or credits relating to liabilities which thereto, are secured by contributed computed or distributed property allocated or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed; or (ii) the manner in which items distributions and contributions upon liquidation (or otherwise) of the Company (or any Members interest therein) are allocated among the Partners for U.S. federal income tax purposes effected in order to comply with such Regulations and other applicable tax laws, or to comply with Section 704(c) assure that the Company is treated as a partnership for tax purposes, or to achieve the economic arrangement of the CodeMembers as expressed in this Agreement, then, notwithstanding anything in this Agreement to the contrary, the General Partner Managing Members may make such modification without regard to Article 14 of the Agreementmodification, provided that it is not likely to have a material detrimental effect on the tax consequences and total amounts distributable to any Person Non-Managing Member pursuant to Article 13 of the Agreement upon the dissolution of the PartnershipArticles VIII and XI as applied without giving effect to such modification. The General Partner Managing Members shall also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the aggregate Capital Accounts of the Partners Members and the amount of Partnership Company capital reflected on the Partnership’s Company balance sheet, as computed for book purposespurposes pursuant to this Agreement, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q)Regulations, and (ii) make any adjustments necessary or appropriate to maintain equality between the net asset value of a class of REIT Shares and the aggregate Capital Account balance of the corresponding Class of Partnership Units and (iii) make any appropriate modifications in the event unanticipated events (such as the incurrence of nonrecourse indebtedness) might otherwise cause the allocations under this Agreement not to comply with USA Treasury Regulations Section 1.704-1(b). In additionSection, provided in each case that the General Partner may adopt and employ Managing Members determine that such methods and procedures for (i) adjustments or modifications shall not result in economic consequences inconsistent with the maintenance of book and tax capital accounts; (ii) economic arrangement among the determination and allocation of adjustments under Sections 704(c), 734, and 743 of the Code; (iii) the determination of Profit, Loss, taxable income and loss and items thereof under this Agreement and pursuant to the Code; (iv) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis; (v) the allocation of asset value and tax basis; and (vi) conventions for the determination of cost recovery, depreciation and amortization deductions, Members as it determines expressed in its sole discretion are necessary or appropriate to execute the provisions of this Agreement, to comply with federal and state tax laws, and/or are in the best interest of the Partners.

Substantial Economic Effect. It is the intent of the Partners that the allocations of Profit and Loss under the Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article 6 and other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent. The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to modify (i) the manner in which the Capital Accounts, or any debits, or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed; or (ii) the manner in which items are allocated among the Partners for U.S. federal income tax purposes in order to comply with such Regulations or to comply with Section 704(c) of the Code, the General Partner may make such modification without regard to Article 14 of the Agreement, provided that it is not likely to have a material effect on the amounts distributable to any Person pursuant to Article 13 of the Agreement upon the dissolution of the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the aggregate Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q1(b)(2)(iv)(g), (ii) make any adjustments necessary or appropriate to maintain equality between the net asset value of a class of REIT Shares and the aggregate Capital Account balance of the corresponding Class of Partnership Units and (iii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b). In addition, the General Partner may adopt and employ such methods and procedures for (i) the maintenance of book and tax capital accounts; (ii) the determination and allocation of adjustments under Sections 704(c), 734, and 743 of the Code; (iii) the determination of Profit, Loss, taxable income and loss and items thereof under this Agreement and pursuant to the Code; (iv) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis; (v) the allocation of asset value and tax basis; and (vi) conventions for the determination of cost recovery, depreciation and amortization deductions, as it determines in its sole discretion are necessary or appropriate to execute the provisions of this Agreement, to comply with federal and state tax laws, and/or are in the best interest of the Partners.

Substantial Economic Effect. It is the intent of the Partners that the allocations of Profit and Loss under the Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article 6 and other relevant The provisions of this Agreement shall be interpreted in a manner consistent with such intent. The Article IV --------------------------- and the other provisions of this Agreement relating to the maintenance of Capital Accounts and procedures upon liquidation of the Partnership are intended to comply generally with Regulations the provisions of Treasury Regulation Section 1.704-1(b)1, and shall be interpreted and applied in a manner consistent with such RegulationsRegulations and, to the extent the subject matter thereof is otherwise not addressed by this Agreement, the provisions of Treasury Regulations Section 1.704-1 are hereby incorporated by reference unless the General Partner shall determine that such incorporation will result in economic consequences inconsistent with the economic arrangement among the Partners as expressed in this Agreement. In the event the General Partner shall determine that it is prudent to modify (i) the manner in which the Capital Accounts, or any debits, or credits thereto (including, without limitation, debits or credits relating to liabilities which thereto, are secured by contributed computed or distributed property allocated or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed; or (ii) the manner in which items distributions and contributions upon liquidation (or otherwise) of the Partnership (or any Partner's interest therein) are allocated among the Partners for U.S. federal income tax purposes effected in order to comply with such Regulations and other applicable tax laws, or to comply with Section 704(c) assure that the Partnership is treated as a partnership for tax purposes, or to achieve the economic arrangement of the CodePartners as expressed in this Agreement, then notwithstanding Paragraph 10.7 hereof, the General Partner may make such modification without regard to Article 14 of the Agreementmodification, provided that it is not likely to have a material more than an insignificant detrimental effect on the tax consequences and total amounts distributable to any Person Limited Partner pursuant to Article 13 of the Agreement upon the dissolution of the PartnershipArticles VI and VIII as applied without giving effect to such modification. The General Partner shall also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the aggregate Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s 's balance sheet, as computed for book purposespurposes pursuant to this Agreement, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q1(b)(2)(iv)(g), and (ii) make any adjustments necessary or appropriate to maintain equality between the net asset value of a class of REIT Shares and the aggregate Capital Account balance of the corresponding Class of Partnership Units and (iii) make any appropriate modifications in the event unanticipated events (such as the incurrence of nonrecourse indebtedness) might otherwise cause the allocations under this Agreement not to comply with Treasury Regulations Section 1.704-1(b). In addition, provided in each case that the General Partner may adopt and employ determines that such methods and procedures for (i) adjustments or modifications shall not result in economic consequences inconsistent with the maintenance of book and tax capital accounts; (ii) economic arrangement among the determination and allocation of adjustments under Sections 704(c), 734, and 743 of the Code; (iii) the determination of Profit, Loss, taxable income and loss and items thereof under this Agreement and pursuant to the Code; (iv) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis; (v) the allocation of asset value and tax basis; and (vi) conventions for the determination of cost recovery, depreciation and amortization deductions, Partners as it determines expressed in its sole discretion are necessary or appropriate to execute the provisions of this Agreement, to comply with federal and state tax laws, and/or are in the best interest of the Partners.

Substantial Economic Effect. It is the intent of the Partners that the allocations of Profit and Loss to the Capital Accounts under the this Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debtdebt or any other allocations that cannot have substantial economic effect under the Code) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article 6 and other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent. The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Special Limited Partner shall determine that it is prudent to modify (i) the manner in which the Capital Accounts, or any debits, or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed; or (ii) the manner in which items are allocated among the Partners for U.S. federal income tax purposes in order to comply with such Regulations or to comply with Section 704(c) of the Code, the General Special Limited Partner may make such modification without regard to Article 14 of the this Agreement, provided that it is not likely to have a material effect on the amounts distributable to any Person pursuant to Article 13 of the this Agreement upon the dissolution of the Partnership. The General Special Limited Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the aggregate Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q), ; and (ii) make any adjustments necessary or appropriate to maintain equality between the net asset value of a class of REIT Shares and the aggregate Capital Account balance of the corresponding Class of Partnership Units and (iii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b). In addition, the General Special Limited Partner may adopt and employ such methods and procedures for (i) the maintenance of book and tax capital accounts; (ii) the determination and allocation of adjustments under Sections 704(c), 734, and 743 of the Code; (iii) the determination of Profit, Loss, taxable income and loss and items thereof under this Agreement and pursuant to the Code; (iv) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis; (v) the allocation of asset value and tax basis; and (vi) conventions for the determination of cost recovery, depreciation and amortization deductions, as it determines in its sole discretion are necessary or appropriate to execute the provisions of this Agreement, to comply with federal and state tax laws, and/or are in the best interest of the Partners.

Substantial Economic Effect. It is the intent of the Partners that the allocations of Profit and Loss under the Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article 6 and other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent. The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to modify (i) the manner in which the Capital Accounts, or any debits, or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed; or (ii) the manner in which items are allocated among the Partners for U.S. federal income tax purposes in order to comply with such Regulations or to comply with Section 704(c) of the Code, the General Partner may make such modification without regard to Article 14 of the Agreement, provided that it is not likely to have a material effect on the amounts distributable to any Person pursuant to Article 13 of the Agreement upon the dissolution of the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the aggregate Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q), ; and (ii) make any adjustments necessary or appropriate to maintain equality between the net asset value of a class of REIT Shares and the aggregate Capital Account balance of the corresponding Class of Partnership Units and (iii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b). In addition, the General Partner may adopt and employ such methods and procedures for (i) the maintenance of book and tax capital accounts; (ii) the determination and allocation of adjustments under Sections 704(c), 734, and 743 of the Code; (iii) the determination of Profit, Loss, taxable income and loss and items thereof under this Agreement and pursuant to the Code; (iv) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis; (v) the allocation of asset value and tax basis; and (vi) conventions for the determination of cost recovery, depreciation and amortization deductions, as it determines in its sole discretion are necessary or appropriate to execute the provisions of this Agreement, to comply with federal and state tax laws, and/or are in the best interest of the Partners.

Substantial Economic Effect. It is the intent of the Partners that the allocations of Profit and Loss under the Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article 6 and other relevant The provisions of this Agreement shall be interpreted in a manner consistent with such intent. The Article IV and the other provisions of this Agreement relating to the maintenance of Capital Accounts and procedures upon liquidation of the Partnership are intended to comply generally with Regulations the provisions of Treasury Regulation Section 1.704-1(b)1, and shall be interpreted and applied in a manner consistent with such RegulationsRegulation and, to the extent the subject matter thereof is otherwise not addressed by this Agreement, the provisions of Treasury Regulations Section 1.704-1 are hereby incorporated by reference unless the General Partner shall determine that such incorporation will result in economic consequences inconsistent with the economic arrangement among the Partners expressed in this Agreement. In the event the General Partner shall determine that it is prudent to modify (i) the manner in which the Capital Accounts, or any debits, or credits thereto (including, without limitation, debits or credits relating to liabilities which thereto, are secured by contributed computed or distributed property allocated or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed; or (ii) the manner in which items distributions and contributions upon liquidation (or otherwise) of the Partnership (or any Partner’s interest therein) are allocated among the Partners for U.S. federal income tax purposes effected in order to comply with such Regulations and other applicable tax laws, or to comply with assure that the Partnership is treated as a partnership for tax purposes, or to achieve the economic arrangement among the Partners as expressed in this Agreement, then notwithstanding Section 704(c) of the Code10.7 hereof, the General Partner may make such modification without regard to Article 14 of the Agreement, provided that it is not likely to have a material effect on the amounts distributable to any Person pursuant to Article 13 of the Agreement upon the dissolution of the Partnershipmodification. The General Partner shall also shall (ia) make any adjustments that are necessary or appropriate to maintain equality between the aggregate Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposespurposes pursuant to this Agreement, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q1(b)(2)(iv)(g), (ii) make any adjustments necessary or appropriate to maintain equality between the net asset value of a class of REIT Shares and the aggregate Capital Account balance of the corresponding Class of Partnership Units and (iiib) make any appropriate modifications in the event unanticipated events (such as the incurrence of partner nonrecourse indebtedness, within the meaning of Treasury Regulations Section 1.704-2) might otherwise cause the allocations under this Agreement to not to comply with Treasury Regulations Section 1.704-1(b). In addition) (and in the case of the incurrence of partner nonrecourse indebtedness, Treasury Regulation Section 1.704-2) provided in each case that the General Partner may adopt and employ determines that such methods and procedures for (i) adjustments or modifications shall not result in economic consequences inconsistent with the maintenance of book and tax capital accounts; (ii) economic arrangement among the determination and allocation of adjustments under Sections 704(c), 734, and 743 of the Code; (iii) the determination of Profit, Loss, taxable income and loss and items thereof under this Agreement and pursuant to the Code; (iv) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis; (v) the allocation of asset value and tax basis; and (vi) conventions for the determination of cost recovery, depreciation and amortization deductions, Partners as it determines expressed in its sole discretion are necessary or appropriate to execute the provisions of this Agreement, to comply with federal and state tax laws, and/or are in the best interest of the Partners.

Substantial Economic Effect. It is the intent of the Partners that the allocations of Profit and Loss under the Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article 6 V and other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent. The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to modify (i) the manner in which the Capital Accounts, or any debits, or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed; or (ii) the manner in which items are allocated among the Partners for U.S. federal income tax purposes in order to comply with such Regulations or to comply with Section 704(c) of the Code, the General Partner may make such modification without regard to Article 14 XI of the Agreement, provided that it is not likely to have a material effect on the amounts distributable to any Person pursuant to Article 13 Section 5.10 of the Agreement upon the dissolution of the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the aggregate Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q), ; and (ii) make any adjustments necessary or appropriate to maintain equality between the net asset value of a class of REIT Shares and the aggregate Capital Account balance of the corresponding Class of Partnership Units and (iii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b). In addition, the General Partner may adopt and employ such methods and procedures for (i) the maintenance of book and tax capital accounts; (ii) the determination and allocation of adjustments under Sections 704(c), 734, and 743 of the Code; (iii) the determination of Profit, Loss, taxable income and loss and items thereof under this Agreement and pursuant to the Code; (iv) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis; (v) the allocation of asset value and tax basis; and (vi) conventions for the determination of cost recovery, depreciation and amortization deductions, as it determines in its sole discretion are necessary or appropriate to execute the provisions of this Agreement, to comply with U.S. federal and state tax laws, and/or are in the best interest of the Partners.

Substantial Economic Effect. It is the intent of the Partners that the allocations of Profit and Loss under the Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated pursuant thereto. Article 6 and other relevant The provisions of this Agreement shall be interpreted in a manner consistent with such intent. The Article IV and the other provisions of this Agreement relating to the maintenance of Capital Accounts and procedures upon liquidation of the Partnership are intended to comply generally with Regulations the provisions of Treasury Regulation Section 1.704-1(b)1, and shall be interpreted and applied in a manner consistent with such RegulationsRegulation and, to the extent the subject matter thereof is otherwise not addressed by this Agreement, the provisions of Treasury Regulations Section 1.704-1 are hereby incorporated by reference unless the General Partner shall determine that such incorporation will result in economic consequences inconsistent with the economic arrangement of the Partner expressed in this Agreement. In the event the General Partner shall determine that it is prudent to modify (i) the manner in which the Capital Accounts, or any debits, or credits thereto (including, without limitation, debits or credits relating to liabilities which thereto, are secured by contributed computed or distributed property allocated or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed; or (ii) the manner in which items distributions and contributions upon liquidation (or otherwise) of the Partnership (or any Partner’s interest therein) are allocated among the Partners for U.S. federal income tax purposes effected in order to comply with such Regulations and other applicable tax laws, or to comply with Section 704(c) assure that the Partnership is treated as a partnership for tax purposes, or to achieve the economic arrangement of the CodePartners as expressed in this Agreement, then notwithstanding Section 10.7 hereof, the General Partner may make such modification without regard to Article 14 of the Agreement, provided that it is not likely to have a material effect on the amounts distributable to any Person pursuant to Article 13 of the Agreement upon the dissolution of the Partnershipmodification. The General Partner shall also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the aggregate Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposespurposes pursuant to this Agreement, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q1(b)(2)(iv)(g), and (ii) make any adjustments necessary or appropriate to maintain equality between the net asset value of a class of REIT Shares and the aggregate Capital Account balance of the corresponding Class of Partnership Units and (iii) make any appropriate modifications in the event unanticipated events (such as the incurrence of partner nonrecourse indebtedness, within the meaning of Treasury Regulations Section 1.704-2) might otherwise cause the allocations under this Agreement to not to comply with Treasury Regulations Section 1.704-1(b). In addition) (and in the case of the incurrence of partner nonrecourse indebtedness, Treasury Regulation Section 1.704-2) provided in each case that the General Partner may adopt and employ determines that such methods and procedures for (i) adjustments or modifications shall not result in economic consequences inconsistent with the maintenance of book and tax capital accounts; (ii) economic arrangement among the determination and allocation of adjustments under Sections 704(c), 734, and 743 of the Code; (iii) the determination of Profit, Loss, taxable income and loss and items thereof under this Agreement and pursuant to the Code; (iv) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis; (v) the allocation of asset value and tax basis; and (vi) conventions for the determination of cost recovery, depreciation and amortization deductions, Partners as it determines expressed in its sole discretion are necessary or appropriate to execute the provisions of this Agreement, to comply with federal and state tax laws, and/or are in the best interest of the Partners.