Common use of Unrealized Gains and Losses Clause in Contracts

Unrealized Gains and Losses. (1) Consistent with the provisions of Regulations Section 1.704- 1(b)(2)(iv)(f), and as provided in Section 4.4(d)(2), the Carrying ----------------- Values of all Partnership assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the times of the adjustments provided in Section 4.4(d)(2) hereof, as if such Unrealized Gain or Unrealized ----------------- Loss had been recognized on an actual sale of each such property and allocated pursuant to Section 6.1 of the Agreement. ----------- (2) Such adjustments shall be made as of the following times: (i) immediately prior to the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the ---------- distribution by the Partnership to a Partner of more than a de minimis ---------- amount of Property as consideration for an interest in the Partnership; and (iii) immediately prior to the liquidation of the Partnership or the General Partner's interest in the Partnership within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (a) and (b) -------- ------- above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership. (3) In accordance with Regulations Section 1.704-1(b)(2)(iv)(e), the Carrying Values of Partnership assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the time any such asset is distributed. (4) In determining such Unrealized Gain or Unrealized Loss the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) shall be determined by the General Partner using such reasonable method of valuation as it may adopt, or in the case of a liquidating distribution pursuant to Article XIII of this Agreement, be determined and allocated by the Liquidator using such reasonable methods of valuation as it may adopt. The General Partner, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Partnership (in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties).

Unrealized Gains and Losses. (1) Consistent with the provisions of Regulations Section 1.704- 1.704-1(b)(2)(iv)(f), and as provided in Section 4.4(d)(2), the Carrying ----------------- Values of all Partnership Company assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership propertyCompany Property, as of the times of the adjustments provided in Section 4.4(d)(2) hereof, as if such Unrealized Gain or Unrealized ----------------- Loss had been recognized on an actual sale of each such property and allocated pursuant to Section 6.1 of the Agreement. -----------. (2) Such adjustments shall be made as of the following times: (i) immediately prior to the acquisition of an additional interest in the Partnership Company by any new or existing Partner Member in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the ---------- distribution by the Partnership Company to a Partner Member of more than a de minimis ---------- amount of Property as consideration for an interest in the PartnershipCompany; (iii) immediately prior to the issuance of any LTIP Units; and (iiiiv) immediately prior to the liquidation of the Partnership Company or the General Partner's Managing Member’s interest in the Partnership Company within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (a) and (b) -------- ------- above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership. (3) In accordance with Regulations Section 1.704-1(b)(2)(iv)(e), the Carrying Values of Partnership Company assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership propertyCompany Property, as of the time any such asset is distributed. (4) In determining such Unrealized Gain or Unrealized Loss Loss, the aggregate cash amount and fair market value of all Partnership Company assets (including cash or cash equivalents) shall be determined by the General Partner Managing Member using such reasonable method of valuation as it may adopt, or in the case of a liquidating distribution pursuant to Article XIII of this Agreement, be determined and allocated by the Liquidator using such reasonable methods of valuation as it may adopt. The General PartnerManaging Member, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Partnership Company (in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties).

Unrealized Gains and Losses. (1) Consistent with the provisions of Regulations Section 1.704- 1.704-1(b)(2)(iv)(f), and as provided in Section 4.4(d)(2), the Carrying ----------------- Values of all Partnership assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the times of the adjustments provided in Section 4.4(d)(2) hereof), as if such Unrealized Gain or Unrealized ----------------- Loss had been recognized on an actual sale of each such property and allocated pursuant to Section 6.1 of the Agreement. -----------and Section 6.2. (2) Such adjustments shall be made as of the following times: (i) immediately prior to the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the ---------- distribution by the Partnership to a Partner of more than a de minimis ---------- amount of Property property as consideration for an interest in the Partnership; and (iii) immediately prior to the liquidation of the Partnership or the General Partner's interest in the Partnership within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (ai) and (bii) -------- ------- above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership. (3) In accordance with Regulations Section 1.704-1(b)(2)(iv)(e), ) the Carrying Values Value of Partnership assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the time any such asset is distributed. (4) In determining such Unrealized Gain or Unrealized Loss the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) shall be determined by the General Partner using such reasonable method of valuation as it may adopt, or in the case of a liquidating distribution pursuant to Article XIII of this AgreementXIII, be determined and allocated by the Liquidator using such reasonable methods of valuation as it may adopt. The General Partner, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Partnership (in such manner as it determines in its sole and absolute reasonable discretion to arrive at a fair market value for individual properties).

Unrealized Gains and Losses. (1) Consistent with the provisions of Regulations Section 1.704- l.704-1(b)(2)(iv)(f), and as provided in Section 4.4(d)(2), the Carrying ----------------- Values of all Partnership Company assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership propertyCompany Property (subject to any adjustments required with respect to the conversion feature of the Series D Preferred Units, the Series E Preferred Units, and any other securities issued by the Company that are exercisable or convertible into Common Units, as determined by the Managing Member in its sole discretion), as of the times of the adjustments provided in Section 4.4(d)(2) hereof, as if such Unrealized Gain or Unrealized ----------------- Loss had been recognized on an actual sale of each such property and allocated pursuant to Section 6.1 of the Agreement. -----------. (2) Such adjustments shall be made as of the following times: (i) immediately prior to the acquisition of an additional interest in the Partnership Company by any new or existing Partner Member in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the ---------- distribution by the Partnership Company to a Partner Member of more than a de minimis ---------- amount of Company Property as consideration for an interest in the Partnership; Company, and (iii) immediately prior to the liquidation of the Partnership Company or the General Partner's Managing Member’s interest in the Partnership Company within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (ai) and (bii) -------- ------- above shall be made only if the General Partner Managing Member reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners Members in the PartnershipCompany. (3) In accordance with Regulations Section 1.704-1(b)(2)(iv)(e), the Carrying Values of Partnership Company assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership propertyCompany Property, as of the time any such asset is distributed. (4) In determining such Unrealized Gain or Unrealized Loss Loss, the aggregate cash amount and fair market value of all Partnership Company assets (including cash or cash equivalents) shall be determined by the General Partner Managing Member using such reasonable method of valuation as it may adopt, or in the case of a liquidating distribution pursuant to Article XIII of this Agreement, be determined and allocated by the Liquidator using such reasonable methods of valuation as it may adopt. The General PartnerManaging Member, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Partnership Company (in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties).

Unrealized Gains and Losses. (1) Consistent with the provisions of Regulations Section 1.704- l.704-1(b)(2)(iv)(f), and as provided in Section 4.4(d)(2), the Carrying ----------------- Values of all Partnership Company assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership propertyCompany Property (subject to any adjustments required with respect to the conversion feature of the Series E Preferred Units, the Series F Preferred Units, and any other securities issued by the Company that are exercisable or convertible into Common Units, as determined by the Managing Member in its sole discretion), as of the times of the adjustments provided in Section 4.4(d)(2) hereof, as if such Unrealized Gain or Unrealized ----------------- Loss had been recognized on an actual sale of each such property and allocated pursuant to Section 6.1 of the Agreement. -----------. (2) Such adjustments shall be made as of the following times: (i) immediately prior to the acquisition of an additional interest in the Partnership Company by any new or existing Partner Member in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the ---------- distribution by the Partnership Company to a Partner Member of more than a de minimis ---------- amount of Company Property as consideration for an interest in the Partnership; Company, and (iii) immediately prior to the liquidation of the Partnership Company or the General Partner's Managing Member’s interest in the Partnership Company within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (ai) and (bii) -------- ------- above shall be made only if the General Partner Managing Member reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners Members in the PartnershipCompany. (3) In accordance with Regulations Section 1.704-1(b)(2)(iv)(e), the Carrying Values of Partnership Company assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership propertyCompany Property, as of the time any such asset is distributed. (4) In determining such Unrealized Gain or Unrealized Loss Loss, the aggregate cash amount and fair market value of all Partnership Company assets (including cash or cash equivalents) shall be determined by the General Partner Managing Member using such reasonable method of valuation as it may adopt, or in the case of a liquidating distribution pursuant to Article XIII of this Agreement, be determined and allocated by the Liquidator using such reasonable methods of valuation as it may adopt. The General PartnerManaging Member, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Partnership Company (in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties).

Unrealized Gains and Losses. (1) Consistent with the provisions of Regulations Section 1.704- 1.704-1(b)(2)(iv)(f), and as provided in Section 4.4(d)(2), the Carrying ----------------- Values of all Partnership assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the times of the adjustments provided in Section 4.4(d)(2) hereof, as if such Unrealized Gain or Unrealized ----------------- Loss had been recognized on an actual sale of each such property and allocated pursuant to Section 6.1 of the Agreement. -----------. (2) Such adjustments shall be made as of the following times: (i) immediately prior to the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the ---------- distribution by the Partnership to a Partner of more than a de minimis ---------- amount of Property as attributable consideration for an interest in the Partnership; and (iii) immediately prior to the liquidation of the Partnership or the General Partner's interest in the Partnership within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (a) and (b) -------- ------- above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership. (3) In accordance with Regulations Section 1.704-1(b)(2)(iv)(e), the Carrying Values of Partnership assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the time any such asset is distributed. (4) In determining such Unrealized Gain or Unrealized Loss the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) shall be determined by the General Partner using such reasonable method of valuation as it may adopt, or in the case of a liquidating distribution pursuant to Article XIII of this Agreement, be determined and allocated by the Liquidator using such reasonable methods of valuation as it may adopt. The General Partner, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Partnership (in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties).

Unrealized Gains and Losses. (1) Consistent with the provisions of Regulations Section 1.704- 1(b)(2)(iv)(f), and as provided in Section 4.4(d)(2), the Carrying ----------------- Values of all Partnership assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the times of the adjustments provided in Section 4.4(d)(2) hereof, as if such Unrealized Gain or Unrealized ----------------- Loss had been recognized on an actual sale of each such property and allocated pursuant to Section 6.1 of the Agreement. ----------- (2) Such adjustments shall be made as of the following times: (i) immediately prior to the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the ---------- distribution by the Partnership to a Partner of more than a de minimis ---------- amount of Property as consideration for an interest in the Partnership; and (iii) immediately prior to the liquidation of the Partnership or the General Partner's interest in the Partnership within the meaning of Regulations Section 1.704-1.704- l(b)(2)(ii)(g); provided, however, that adjustments pursuant to -------- ------- clauses (a) and (b) -------- ------- above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership. (3) In accordance with Regulations Section 1.704-1(b)(2)(iv)(e), the Carrying Values of Partnership assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the time any such asset is distributed. (4) In determining such Unrealized Gain or Unrealized Loss the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) shall be determined by the General Partner using such reasonable method of valuation as it may adopt, or in the case of a liquidating distribution pursuant to Article XIII of this Agreement, be determined and allocated by the Liquidator using such reasonable methods of valuation as it may adopt. The General Partner, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Partnership (in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties).

Unrealized Gains and Losses. (1) Consistent with the provisions of Regulations Section 1.704- l.704-1(b)(2)(iv)(f), and as provided in Section 4.4(d)(2), the Carrying ----------------- Values of all Partnership Company assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership propertyCompany Property (subject to any adjustments required with respect to the conversion feature of the Series F Preferred Units, the Series G Preferred Units, the Series H Preferred Units, the Series I Preferred Units, and any other securities issued by the Company that are exercisable or convertible into Common Units, as determined by the Managing Member in its sole discretion), as of the times of the adjustments provided in Section 4.4(d)(2) hereof, as if such Unrealized Gain or Unrealized ----------------- Loss had been recognized on an actual sale of each such property and allocated pursuant to Section 6.1 of the this Agreement. -----------. (2) Such adjustments shall be made as of the following times: (i) immediately prior to the acquisition of an additional interest in the Partnership Company by any new or existing Partner Member in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the ---------- distribution by the Partnership Company to a Partner Member of more than a de minimis ---------- amount of Company Property as consideration for an interest in the Partnership; Company, and (iii) immediately prior to the liquidation of the Partnership Company or the General Partner's Managing Member’s interest in the Partnership Company within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (ai) and (bii) -------- ------- above shall be made only if the General Partner Managing Member reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners Members in the PartnershipCompany. (3) In accordance with Regulations Section 1.704-1(b)(2)(iv)(e), the Carrying Values of Partnership Company assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership propertyCompany Property, as of the time any such asset is distributed. (4) In determining such Unrealized Gain or Unrealized Loss Loss, the aggregate cash amount and fair market value of all Partnership Company assets (including cash or cash equivalents) shall be determined by the General Partner Managing Member using such reasonable method of valuation as it may adopt, or in the case of a liquidating distribution pursuant to Article XIII of this Agreement, be determined and allocated by the Liquidator using such reasonable methods of valuation as it may adopt. The General PartnerManaging Member, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Partnership Company (in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties).

Unrealized Gains and Losses. (1i) Consistent with the provisions of Regulations Section 1.704- 1.704-1(b)(2)(iv)(f), and as provided in Section 4.4(d)(26.2(c)(ii), the Carrying ----------------- Values of all Partnership Company assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership propertyCompany Property, as of the times of the adjustments provided in Section 4.4(d)(26.2(c)(ii) hereof, as if such Unrealized Gain or Unrealized ----------------- Loss had been recognized on an actual sale of each such property and allocated pursuant to Section 6.1 8.1 of the Agreement. -----------. (2ii) Such adjustments shall be made as of the following times: (i) immediately prior to the acquisition of an additional interest in the Partnership Company by any new or existing Partner Member in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the ---------- distribution by the Partnership Company to a Partner Member of more than a de minimis ---------- amount of Property as consideration for an interest in the PartnershipCompany; and (iii) immediately prior to the liquidation of the Partnership Company or the General Partner's Managing Member’s interest in the Partnership Company within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g); provided. However, however, that no adjustments pursuant to clauses (a) and (b) -------- ------- above shall be made only if for any additional funds or property contributed by the General Partner reasonably determines that such adjustments are necessary Managing Member pursuant to Section 6.1(b)(iii)(B) or appropriate to reflect the relative economic interests of the Partners in the PartnershipSection 6.1(b)(iii)(C). (3iii) In accordance with Regulations Section 1.704-1(b)(2)(iv)(e), the Carrying Values of Partnership Company assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership propertyCompany Property, as of the time any such asset is distributed. (4iv) In determining such Unrealized Gain or Unrealized Loss Loss, the aggregate cash amount and fair market value of all Partnership Company assets (including cash or cash equivalents) shall be determined by the General Partner Managing Member using such reasonable method of valuation as it may adopt, or in the case of a liquidating distribution pursuant to Article XIII XV of this Agreement, be determined and allocated by the Liquidator using such reasonable methods of valuation as it may adopt. The General PartnerManaging Member, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Partnership Company (in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties).

Unrealized Gains and Losses. (1) Consistent with the provisions of Regulations Section 1.704- l.704-1(b)(2)(iv)(f), and as provided in Section 4.4(d)(2), the Carrying ----------------- Values of all Partnership Company assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership propertyCompany Property (subject to any adjustments required with respect to the conversion feature of the Series E Preferred Units, the Series F Preferred Units, the Series G Preferred Units, and any other securities issued by the Company that are exercisable or convertible into Common Units, as determined by the Managing Member in its sole discretion), as of the times of the adjustments provided in Section 4.4(d)(2) hereof, as if such Unrealized Gain or Unrealized ----------------- Loss had been recognized on an actual sale of each such property and allocated pursuant to Section 6.1 of the Agreement. -----------. (2) Such adjustments shall be made as of the following times: (i) immediately prior to the acquisition of an additional interest in the Partnership Company by any new or existing Partner Member in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the ---------- distribution by the Partnership Company to a Partner Member of more than a de minimis ---------- amount of Company Property as consideration for an interest in the Partnership; Company, and (iii) immediately prior to the liquidation of the Partnership Company or the General Partner's Managing Member’s interest in the Partnership Company within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (ai) and (bii) -------- ------- above shall be made only if the General Partner Managing Member reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners Members in the PartnershipCompany. (3) In accordance with Regulations Section 1.704-1(b)(2)(iv)(e), the Carrying Values of Partnership Company assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership propertyCompany Property, as of the time any such asset is distributed. (4) In determining such Unrealized Gain or Unrealized Loss Loss, the aggregate cash amount and fair market value of all Partnership Company assets (including cash or cash equivalents) shall be determined by the General Partner Managing Member using such reasonable method of valuation as it may adopt, or in the case of a liquidating distribution pursuant to Article XIII of this Agreement, be determined and allocated by the Liquidator using such reasonable methods of valuation as it may adopt. The General PartnerManaging Member, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Partnership Company (in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties).

Unrealized Gains and Losses. (1i) Consistent with the provisions of Regulations Section 1.704- 1(b)(2)(iv)(f1.704-l(b)(2)(iv)(f), and as provided in Section 4.4(d)(23.4(c)(ii), the Carrying ----------------- Values of all Partnership assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the times of the adjustments provided in Section 4.4(d)(23.4(c)(ii) hereof, as if such Unrealized Gain or Unrealized ----------------- Loss had been recognized on an actual sale of each such property and allocated pursuant to Section 6.1 5.1 of the Agreement. -----------. (2ii) Such adjustments shall be made as of the following times: (i) immediately prior to the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the ---------- distribution by the Partnership to a Partner of more than a de minimis ---------- amount of Property as consideration for an interest in the Partnership; and (iii) immediately prior to the liquidation of the Partnership or the General Partner's interest in the Partnership within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g); providedPROVIDED, howeverHOWEVER, that adjustments pursuant to clauses (ai) and (bii) -------- ------- above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership. (3iii) In accordance with Regulations Section 1.704-1(b)(2)(iv)(el(b)(2) (iv)(e), the Carrying Values Value of Partnership assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the time any such asset is distributed. (4iv) In determining such Unrealized Gain or Unrealized Loss the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) shall be determined by the General Partner using such reasonable method of valuation as it may adopt, or in the case of a liquidating distribution pursuant to Article XIII 13 of this Agreement, be determined and allocated by the Liquidator using such reasonable methods of valuation as it may adopt. The General Partner, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Partnership (in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties).

Unrealized Gains and Losses. (1i) Consistent with the provisions of Regulations Section 1.704- 1.704-1(b)(2)(iv)(f), and as provided in Section 4.4(d)(2)4.4(c)(ii) , the Carrying ----------------- Values of all Partnership assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the times of the adjustments provided in Section 4.4(d)(24.4(c)(ii) hereof, as if such Unrealized Gain or Unrealized ----------------- Loss had been recognized on an actual sale of each such property and allocated pursuant to Section 6.1 of the Agreement. -----------. (2ii) Such adjustments shall be made as of the following times: (i) immediately prior to the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the ---------- distribution by the Partnership to a Partner of more than a de minimis ---------- amount of Property as consideration for an interest in the Partnership; and (iii) immediately prior to the liquidation of the Partnership or the General Partner's interest in the Partnership within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (ai) and (bii) -------- ------- above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership. (3iii) In accordance with Regulations Section 1.704-1(b)(2)(iv)(e), the Carrying Values Value of Partnership assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the time any such asset is distributed. (4iv) In determining such Unrealized Gain or Unrealized Loss the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) shall be determined by the General Partner using such reasonable method of valuation as it may adopt, or in the case of a liquidating distribution pursuant to Article XIII 13 of this Agreement, be determined and allocated by the Liquidator using such reasonable methods of valuation as it may adopt. The General Partner, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Partnership (in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties).

Unrealized Gains and Losses. (1a) Consistent with the provisions of Regulations Section 1.704- 1(b)(2)(iv)(fTreasury Regulation section 1.704l(b)(2)(iv)(f), and as provided in Section 4.4(d)(24.4.4(b), the Carrying ----------------- Values of all Partnership assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the times of the adjustments provided in Section 4.4(d)(24.4.4(b) hereof, as if such Unrealized Gain or Unrealized ----------------- Loss had has been recognized on an actual sale of each such property and allocated pursuant to Section 6.1 of the Agreement. -----------. (2b) Such adjustments shall be made as of the following times: (i) immediately prior to the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the ---------- distribution by the Partnership to a Partner of more than a de minimis ---------- amount of Property as consideration for an interest in the Partnership; and (iiiHi) immediately prior to the liquidation of the Partnership or the General Partner's interest in the Partnership within the meaning of Regulations Section Treasury Regulation section 1.704-l(b)(2)(ii)(g1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (ai) and (bii) -------- ------- above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership. (3c) In accordance with Regulations Section Treasury Regulation section 1.704-1(b)(2)(iv)(e), the Carrying Values Value of Partnership assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the time any such asset is distributed. (4d) In determining such Unrealized Gain or Unrealized Loss the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) shall be determined by the General Partner using such reasonable method of valuation as it may adopt, or in the case of a liquidating distribution pursuant to Article XIII of this Agreement, be determined and allocated by the Liquidator using such reasonable methods of valuation as it may adopt. The General Partner, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Partnership (in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties).

Unrealized Gains and Losses. (1i) Consistent with the provisions of Regulations Section 1.704- 1.704-1(b)(2)(iv)(f), and as provided in Section 4.4(d)(2SECTION 4.4(d)(ii), the Carrying ----------------- Values of all Partnership assets (and accordingly the Capital Accounts of all Partners) shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the times of the adjustments provided in Section 4.4(d)(2SECTION 4.4(d)(ii) hereof, as if such Unrealized Gain or Unrealized ----------------- Loss had been recognized on an actual sale of each such property and allocated pursuant to Section SECTIONS 6.1 and 6.2 of the Agreement. -----------. (2ii) Such adjustments shall be made as of the following times: (iA) immediately prior to the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis DE MINIMIS Capital Contribution; (iiB) immediately prior to in connection with the ---------- distribution by the Partnership to a Partner of more than a de minimis ---------- DE MINIMIS amount of Property money or other property as consideration for an interest in the PartnershipPartnership (including pursuant to the distribution made as of the date hereof pursuant to SECTION 4.5(b), as reflected on EXHIBIT I); and (iiiC) immediately prior to the liquidation of the Partnership or the General Partner's interest in the Partnership within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g1(b)(2)(ii)(g); provided, however, that . The adjustments pursuant to clauses (aA) and (bB) -------- ------- above shall be made as reflected in Exhibit I in connection with the execution of this Agreement and at the request of any Original Class A Limited Partner to the extent necessary to allocate the Depreciation Amount under SECTION 6.2(h) hereof, but otherwise only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership. (3iii) In accordance with Regulations Section 1.704-1(b)(2)(iv)(e1(b)(2)(iv), the Carrying Values of Partnership assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the time any such asset is distributed. (4) In determining such Unrealized Gain or Unrealized Loss the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) shall be determined by the General Partner using such reasonable method of valuation as it may adopt, or in the case of a liquidating distribution pursuant to Article XIII of this Agreement, be determined and allocated by the Liquidator using such reasonable methods of valuation as it may adopt. The General Partner, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Partnership (in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties).

Unrealized Gains and Losses. (1) Consistent with the provisions of Regulations Section 1.704- 1.704-1(b)(2)(iv)(f), and as provided in Section 4.4(d)(2), the Carrying ----------------- Values of all Partnership assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the times of the adjustments provided in Section 4.4(d)(2) hereof, as if such Unrealized Gain or Unrealized ----------------- Loss had been recognized on an actual sale of each such property and allocated pursuant to Section 6.1 of the Agreement. -----------. (2) Such adjustments shall be made as of the following times: (i) immediately prior to the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (ii) immediately prior to the ---------- distribution by the Partnership to a Partner of more than a de minimis ---------- amount of Property as consideration for an interest in the Partnership; and (iii) immediately prior to the liquidation of the Partnership or the General Partner's interest in the Partnership within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (a) and (b) -------- ------- above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership. (3) In accordance with Regulations Section 1.704-1(b)(2)(iv)(e), the Carrying Values of Partnership assets distributed in kind shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the time any such asset is distributed. (4) In determining such Unrealized Gain or Unrealized Loss the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) shall be determined by the General Partner using such reasonable method of valuation as it may adopt, or in the case of a liquidating distribution pursuant to Article XIII of this Agreement, be determined and allocated by the Liquidator using such reasonable methods of valuation as it may adopt. The General Partner, or the Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Partnership (in such manner as it determines in its sole and absolute discretion to arrive at a fair market value for individual properties).