"TRADITIONAL METHOD" OF REGULATIONS
SECTION 1.704-3(B) OR AN ALTERNATIVE METHOD OR METHODS UNANIMOUSLY SELECTED BY
THE PARTNERS.
ALLOCATIONS PURSUANT TO THIS SECTION 8.6(C)(IX) ARE SOLELY FOR
PURPOSES OF FEDERAL, STATE AND LOCAL TAXES AND SHALL NOT AFFECT, OR IN ANY WAY
BE TAKEN INTO ACCOUNT IN COMPUTING, ANY PARTNER'S CAPITAL ACCOUNT OR SHARE OF
PROFITS, LOSSES, OTHER ITEMS OR DISTRIBUTIONS PURSUANT TO ANY PROVISION OF THIS
AGREEMENT.
THE PARTNERS ACKNOWLEDGE AND AGREE THAT ALL PARTNERSHIP INCOME AND
GAIN DERIVED FROM (I) TAXABLE DISPOSITIONS OF EQUITY INTERESTS IN REIT ENTITIES
(INCLUDING LIQUIDATING DISTRIBUTIONS UNDER CODE SECTION 331 THAT ARE RECEIVED BY
THE PARTNERSHIP FROM REIT ENTITIES), (II) CAPITAL GAIN DIVIDENDS OR OTHER
DISTRIBUTIONS FROM REIT ENTITIES, OR (III) THE DISGUISED SALE OF ONE OR MORE
INLAND PROPERTIES AS DETERMINED IN ACCORDANCE WITH REGULATIONS SECTIONS 1.707-3
SHALL IN EACH CASE, TO THE EXTENT ATTRIBUTABLE TO INLAND BUILT-IN GAINS, BE
ALLOCATED SOLELY TO INLAND IN ACCORDANCE WITH CODE SECTION 704(C) AND THE
REGULATIONS THEREUNDER, AND THIS SECTION 8.6(C)(IX) AND THE OTHER PROVISIONS OF
THIS AGREEMENT SHALL BE INTERPRETED AND APPLIED IN A MANNER CONSISTENT WITH SUCH
AGREEMENT OF THE PARTNERS.
(X)
ADDITIONAL ALLOCATION RULES.
FOR PURPOSES OF DETERMINING THE
PROFITS, LOSSES OR ANY OTHER ITEMS ALLOCABLE TO ANY PERIOD, PROFITS, LOSSES AND
ANY SUCH OTHER ITEMS SHALL BE DETERMINED ON A DAILY, MONTHLY OR OTHER BASIS (BUT
NO LESS FREQUENTLY THAN ONCE ANNUALLY), AS REASONABLY DETERMINED BY THE GENERAL
PARTNER USING ANY METHOD THAT IS PERMISSIBLE UNDER THE CODE (INCLUDING WITHOUT
LIMITATION SECTION 706) AND THE REGULATIONS THEREUNDER.
WITHOUT LIMITING THE
FOREGOING, IF THERE IS ANY CHANGE IN ANY PARTNER'S PERCENTAGE INTEREST, THEN THE
THEN-CURRENT ALLOCATION PERIOD SHALL END ON THE LAST DAY PRECEDING THE CHANGE
AND A NEW ALLOCATION PERIOD SHALL COMMENCE ON THE FIRST DAY FOR WHICH THE CHANGE
IS EFFECTIVE.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, ALL ITEMS OF
INCOME, GAIN, LOSS AND DEDUCTION OF THE PARTNERSHIP AND ANY OTHER ALLOCATIONS
NOT OTHERWISE PROVIDED FOR SHALL BE ALLOCATED AMONG THE PARTNERS IN THE SAME
MANNER AS IS APPLICABLE TO PROFITS AND LOSSES FOR THE ALLOCATION PERIOD IN
QUESTION.
THE PARTNERS ARE AWARE OF THE INCOME TAX CONSEQUENCES OF THE
ALLOCATIONS MADE BY THIS AGREEMENT AND HEREBY AGREE TO BE BOUND BY THE
PROVISIONS OF THIS AGREEMENT IN REPORTING THEIR SHARES OF INCOME AND LOSS OF THE
PARTNERSHIP FOR INCOME TAX PURPOSES.
(D)
METHOD OF ACCOUNTING.
UNLESS OTHERWISE DETERMINED BY THE PARTNERS
OR REQUIRED BY LAW, THE PARTNERSHIP SHALL USE THE ACCRUAL METHOD OF ACCOUNTING
FOR BOTH TAX AND FINANCIAL REPORTING PURPOSES.
(E)
NO DEFICIT RESTORATION OBLIGATION.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED IN THIS AGREEMENT, NO PARTNER SHALL HAVE ANY OBLIGATION
TO THE PARTNERSHIP OR TO ANY OTHER PARTNER TO RESTORE ANY DEFICIT BALANCE IN ITS
CAPITAL ACCOUNT TO THE PARTNERSHIP; PROVIDED HOWEVER, IF THE DEFICIT IS CREATED
DUE TO A DISTRIBUTION OF ASSETS IN-KIND, THE PARTNER RECEIVING SUCH DISTRIBUTION
SHALL RESTORE ANY DEFICIT IN ITS CAPITAL ACCOUNT CREATED BY SUCH DISTRIBUTION
IN-KIND BY CONTRIBUTING CASH EQUAL TO