Common use of Accounting Decisions and Reliance on Others Clause in Contracts

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member in accordance with Applicable Law and with accounting methods followed for U.S. federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member in accordance with Applicable Law and with accounting methods followed for federal income tax purposesMember. In making such decisions, the The Managing Member may rely upon the advice of its accountants as to whether such decisions are in accordance with generally accepted accounting principles or other accounting methods appropriate for the independent accountants of the CompanyCompany and authorized hereby.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member in accordance with Applicable Law and to the extent applicable with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member Manager in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member Manager may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member in accordance with Applicable Law and with accounting methods followed for federal income tax purposesManager. In making such decisions, the Managing Member The Manager may rely upon the advice of the independent Company’s accountants as to whether such decisions are in accordance with accounting methods followed for U.S. federal income tax purposes or for purposes of any other jurisdiction in which the CompanyCompany does business or is required to file tax returns or reports under applicable law.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member Manager. The Members may rely upon the advice of the Company's accountants as to whether such decisions are in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member Managers. The Managers may rely upon the advice of their accountants as to whether such decisions are in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member Manager. The Members may rely upon the advice of the Company’s accountants as to whether such decisions are in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member Manager. The Manager may rely upon the advice of their accountants as to whether such decisions are in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member Manager or the Board. The Manager or the Board may rely upon the advice of the Company's accountants as to whether such decisions are in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Companypurposes or financial accounting purposes (as applicable).

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member in accordance with Applicable Law and with accounting methods followed for U.S. federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member Manager. The Manager may rely upon the advice of the Company’s accountants as to whether such decisions are in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Companypurposes or financial accounting purposes (as applicable).

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall will be made by the Managing Member Management Committee. A Manager or Director may rely upon the advice of the Company's accountants as to whether such decisions are in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the CompanyMember.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member Members. The Members may rely upon the advice of their accountants as to whether such decisions are in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth hereinin this Agreement, shall will be made by the Managing Member Members. The Members may rely upon the advice of their accountants as to whether such decisions are in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by a Managing Interest of the Managing Member Members. The Members may rely upon the advice of the Company’s accountants as to whether such decisions are in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member Manager in accordance with Applicable Law and to the extent applicable with accounting methods followed for U.S. federal income tax purposes. In making such decisions, the Managing Member Manager may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting mattersmatters of the Company, except as otherwise specifically set forth herein, shall be made by the Managing Member Manager in accordance with Applicable Law and with accounting methods followed for federal U.S. federal, or where necessary for applicable state or local, income tax purposes. In making such decisions, the Managing Member Manager may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member in accordance with Applicable Law and with accounting methods followed for federal income tax purposesManager. In making such decisions, the Managing Member The Manager may rely upon the advice of the independent Company’s accountants as to whether such decisions are in accordance with accounting methods followed for U.S. federal income tax purposes or for purposes of any other jurisdiction in which the Company.Company does business or is required to file tax returns or reports under applicable law. BENCHMARK REAL ESTATE FUND 32 OPERATING AGREEMENT

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member in accordance with Applicable Law and with accounting methods followed for federal income tax purposesPartner. In making such decisions, the The Managing Member Partner may rely upon the advice of the independent accountants of Partnership Accountants and/or the CompanyPartnership's legal counsel as to whether such decisions are in accordance with accounting methods followed for GAAP or federal income tax purposes.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member Manager. The Members may rely upon the advice of the Company's accountants as to whether decisions are in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.. WEIL:\98074461\9\40590.0003

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Controlling Member. The Controlling Member may rely upon the advice of its accountants as to whether such decisions are in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member Manager or the Board. The Manager or the Board may rely upon the advice of the Company’s accountants as to whether such decisions are in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Companypurposes or financial accounting purposes (as applicable).

Accounting Decisions and Reliance on Others. All decisions as to ------------------------------------------- accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member Members. The Members may rely upon the advice of their accountants as to whether such decisions are in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member in accordance with Applicable Law and to the extent applicable with accounting methods followed for U.S. federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member Managers in accordance with Applicable Law and with generally accepted accounting methods followed for federal income tax purposesprinciples. In making such decisions, the Managing Member The Managers may rely upon the advice of the independent accountants of the Companytheir Independent Accountants as to whether such decisions are in accordance with generally accepted accounting principles.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member Managers. The Managers may rely upon the advice of the company's certified public accountants as to whether such decisions are in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member in accordance with Applicable Law and with accounting methods followed for federal income tax or other applicable tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth expressly provided herein, shall be made by the Managing Member Manager. The Manager may rely upon the advice of the Company’s accountants as to whether such decisions are in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Companypurposes or financial accounting purposes (as applicable).

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member in accordance with Applicable Law and with accounting methods followed for federal income tax purposesLaw. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member Manager. The Manager may rely upon the advice of his accountants as to whether such decisions are in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, The Company's accountant shall be selected by the Managing Member may rely upon the advice of the independent accountants of the CompanyManager.

Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managing Member. The Managing Member may rely upon the advice of the Company's accountants as to whether such decisions are in accordance with Applicable Law and with accounting methods followed for federal income tax purposes. In making such decisions, the Managing Member may rely upon the advice of the independent accountants of the Company.