Common use of Percentage Interests Clause in Contracts

Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.5, the net profits and net losses (and items thereof) for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate net profits and net losses (or items thereof) for the taxable year in which the adjustment occurs. The allocation of net profits and net losses (or items thereof) for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of net profits and net losses (or items thereof) for the later part shall be based on the adjusted Percentage Interests.

Percentage Interests. If the number of outstanding Common Units or other class or series of Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Common Units or other class or series of Partnership Units held by such Partner divided by the aggregate number of Common Units or other class or series of Partnership Units Units, as applicable, outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.54.07, the net profits Profits and net losses (and items thereof) Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner that adjustment occurs and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate net profits Profits and net losses (or items thereof) Losses for the taxable year in which the adjustment occurs. The allocation of net profits Profits and net losses (or items thereof) Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of net profits Profits and net losses (or items thereof) Losses for the later part shall be based on the adjusted Percentage Interests. In the event that there is an increase or decrease in the number of outstanding Partnership Units (other than Common Units or LTIP Units) during a taxable year, the General Partner shall have similar discretion, as provided in the preceding sentences of this Section 4.07, to allocate items of Profit and Loss between the part of the year ending on the day when that increase or decrease occurs and the part of the year beginning on the following day, and that allocation shall take into account the Partners’ relative interests in those items of Profit and Loss before and after such increase or decrease.

Percentage Interests. If the number of outstanding Partnership Common Units or LTIP Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Common Units or LTIP Units held by such Partner divided by the aggregate number of Partnership Common Units and LTIP Units, as applicable, outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.54.07, the net profits Profits and net losses (and items thereof) Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate net profits Profits and net losses (or items thereof) Losses for the taxable year in which the adjustment occurs. The allocation of net profits Profits and net losses (or items thereof) Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of net profits Profits and net losses (or items thereof) Losses for the later part shall be based on the adjusted Percentage Interests.

Percentage Interests. If the number of outstanding OP Units, Class B Units, LTIP Units or other class or series of Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of OP Units, Class B Units, LTIP Units or other class or series of Partnership Units held by such Partner divided by the aggregate number of OP Units, Class B Units, LTIP Units or other class or series of Partnership Units Units, as applicable, outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.54.05, the net profits Net Income and net losses (and items thereof) Net Loss for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner effective date of such adjustment and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate net profits Net Income and net losses (or items thereof) Net Loss for the taxable year in which the adjustment occurs. The allocation of net profits Net Income and net losses (or items thereof) Net Loss for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of net profits Net Income and net losses (or items thereof) Net Loss for the later part shall be based on the adjusted Percentage Interests.

Percentage Interests. If the number of outstanding Partnership Common Units or LTIP Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Common Units or LTIP Units held by such Partner divided by the aggregate number of Partnership Common Units and LTIP Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.54.07, the net profits Profits and net losses (and items thereof) Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate net profits Profits and net losses (or items thereof) Losses for the taxable year in which the adjustment occurs. The allocation of net profits Profits and net losses (or items thereof) Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of net profits Profits and net losses (or items thereof) Losses for the later part shall be based on the adjusted Percentage Interests.

Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.54.6, the net profits Profits and net losses Losses (and or items thereof) for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner adjustment occurs and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate net profits Profits and net losses Losses (or items thereof) for the taxable year in which the adjustment occurs. The allocation of net profits Profits and net losses Losses (or items thereof) for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of net profits Profits and net losses Losses (or items thereof) for the later part shall be based on the adjusted Percentage Interests.

Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s 's Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ ' Percentage Interests are adjusted pursuant to this Section 4.54.05, the net profits Profits and net losses (and items thereof) Losses for the taxable year in which the adjustment occurs shall be allocated between the part several parts of the year (a) beginning on the first day of the year and ending on the day when the Partnership’s property is revalued by the General Partner and the part of the year next following Percentage Interest Adjustment Date, (b) beginning on the day following a Percentage Interest Adjustment Date and ending on the next following Percentage Interest Adjustment Date, and/or (c) beginning on the first day following the last Percentage Interest Adjustment Date occurring during the year and ending on the last day of the year, as may be appropriate, either (i) as if the taxable year had ended on the date last day of the adjustment each part or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate net profits Profits and net losses (or items thereof) Losses for the taxable year in which the adjustment occurs. The allocation among the Partners of net profits Profits and net losses (or items thereof) for the earlier Losses allocated to any part of the year shall be based on the Percentage Interests before adjustment, and determined as of the allocation first day of net profits and net losses (or items thereof) for the later part shall be based on the adjusted Percentage Interestssuch part.

Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.54.6, the net profits Profits and net losses Losses (and items thereof) for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate net profits Profits and net losses Losses (or items thereof) for the taxable year in which the adjustment occurs. The allocation of net profits Profits and net losses Losses (or items thereof) for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of net profits Profits and net losses Losses (or items thereof) for the later part shall be based on the adjusted Percentage Interests.

Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.54.05, the net profits Current Profits and net losses (Residual Profits and items thereof) Losses for the taxable year in which the adjustment occurs shall be allocated between the part several parts of the year (a) beginning on the first day of the year and ending on the day when the Partnership’s property is revalued by the General Partner and the part of the year next following Percentage Interest Adjustment Date, (b) beginning on the day following a Percentage Interest Adjustment Date and ending on the next following Percentage Interest Adjustment Date, and/or (c) beginning on the first day following the last Percentage Interest Adjustment Date occurring during the year and ending on the last day of the year, as may be appropriate, either (i) as if the taxable year had ended on the date last day of the adjustment each part or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate net profits Current Profits and net losses (or items thereof) Residual Profits and Losses for the taxable year in which the adjustment occurs. The allocation among the Partners of net profits Current Profits and net losses (or items thereof) for the earlier Residual Profits and Losses allocated to any part of the year shall be based on the Percentage Interests before adjustment, and determined as of the allocation first day of net profits and net losses (or items thereof) for the later part shall be based on the adjusted Percentage Interestssuch part.

Percentage Interests. If the number of outstanding Partnership Common Units or LTIP Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Common Units or LTIP Units held by such Partner divided by the aggregate number of Partnership Common Units and LTIP Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.54.07, the net profits Profits and net losses (and items thereof) Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner that adjustment occurs and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate net profits Profits and net losses (or items thereof) Losses for the taxable year in which the adjustment occurs; provided, however, that, in connection with the issuance of Common Units on February 14, 2011, the General Partners shall allocate Profits and Losses as if the taxable year had ended on the date. The allocation of net profits Profits and net losses (or items thereof) Losses for the earlier part of the any year shall be based on the Percentage Interests before adjustment, and the allocation of net profits Profits and net losses (or items thereof) Losses for the later part shall be based on the adjusted Percentage Interests. In the event there is an increase or decrease in the number of outstanding Partnership Units (other than Common Units or LTIP Units) during a taxable year, the General Partner shall have similar discretion, as provided in the preceding sentences of this Section 4.07, to allocate items of Profit and Loss between the part of the year ending on the day when that increase or decrease occurs and the part of the year beginning on the following day, and that allocation shall take into account the Partners’ relative interests in those items of Profit and Loss before and after such increase or decrease.”

Percentage Interests. If the number of outstanding Common Units, Preferred Units or other class or series of Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Class A Common Units, Class B Common Units, Preferred Units or other class or series of Partnership Units held by such Partner divided by the aggregate number of Class A Common Units, Class B Common Units, Preferred Units or other class or series of Partnership Units Units, as applicable, outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.54.07, the net profits Net Income and net losses (and items thereof) Net Loss for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner effective date of such adjustment and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate net profits Net Income and net losses (or items thereof) Net Loss for the taxable year in which the adjustment occurs. The allocation of net profits Net Income and net losses (or items thereof) Net Loss for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of net profits Net Income and net losses (or items thereof) Net Loss for the later part shall be based on the adjusted Percentage Interests.

Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s 's Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ ' Percentage Interests are adjusted pursuant to this Section 4.54.05, the net profits Profits and net losses (and items thereof) Losses for the taxable year in which the adjustment occurs shall be allocated between the part several parts of the year (a) beginning on the first day of the year and ending on the day when the Partnership’s property is revalued by the General Partner and the part of the year next following Percentage Interest Adjustment Date, (b) beginning on the day following a Percentage Interest Adjustment Date and ending on the next following Percentage Interest Adjustment Date, and/or (c) beginning on the first day following the last Percentage Interest Adjustment Date occurring during the year and ending on the last day of the year, as may be appropriate, either (i) as if the taxable year had ended on the date last day of the adjustment each part or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate net profits Profits and net losses (or items thereof) Losses for the taxable year in which the adjustment occurs. The allocation among the Partners of net profits Profits and net losses (or items thereof) for the earlier Losses allocated to any part of the year shall be based on the Percentage Interests before adjustment, and determined as of the allocation first day of net profits and net losses (or items thereof) for the later part shall be based on the adjusted Percentage Interestssuch part.

Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.54.6, the net profits and net losses (and items thereof) for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate net profits and net losses (or items thereof) for the taxable year in which the adjustment occurs. The allocation of net profits and net losses (or items thereof) for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of net profits and net losses (or items thereof) for the later part shall be based on the adjusted Percentage Interests.

Percentage Interests. If the number of outstanding Partnership Common Units or LTIP Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Common Units or LTIP Units held by such Partner divided by the aggregate number of Partnership Common Units and LTIP Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.54.07, the net profits Profits and net losses (and items thereof) Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner that adjustment occurs and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate net profits Profits and net losses (or items thereof) Losses for the taxable year in which the adjustment occurs. The allocation of net profits Profits and net losses (or items thereof) Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of net profits Profits and net losses (or items thereof) Losses for the later part shall be based on the adjusted Percentage Interests. In the event that there is an increase or decrease in the number of outstanding Partnership Units (other than Common Units or LTIP Units) during a taxable year, the General Partner shall have similar discretion, as provided in the preceding sentences of this Section 4.07, to allocate items of Profit and Loss between the part of the year ending on the day when that increase or decrease occurs and the part of the year beginning on the following day, and that allocation shall take into account the Partners’ relative interests in those items of Profit and Loss before and after such increase or decrease.

Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.54.6, the net profits Profits and net losses Losses (and or items thereof) for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner adjustment occurs and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate net profits Profits and net losses Losses (or items thereof) for the taxable year in which the adjustment occurs. The allocation of net profits Profits and net losses Losses (or items thereof) for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of net profits Profits and net losses Losses (or items thereof) for the later part shall be based on the adjusted Percentage Interests.. Table of Contents

Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.5, the net profits income and net losses (and items thereof) for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate net profits income and net losses (or items thereof) for the taxable year in which the adjustment occurs. The allocation of net profits income and net losses (or items thereof) for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of net profits income and net losses (or items thereof) for the later part shall be based on the adjusted Percentage Interests.

Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.54.07, the net profits Profits and net losses (and items thereof) Losses for the taxable year in which the adjustment occurs shall be be, except as otherwise provided in this Agreement, allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate net profits Profits and net losses (or items thereof) Losses for the taxable year in which the adjustment occurs. The Except as otherwise provided in this Agreement, the allocation of net profits Profits and net losses (or items thereof) Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of net profits Profits and net losses (or items thereof) Losses for the later part shall be based on the adjusted Percentage Interests.”

Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the Sponsor General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.5, the net profits income and net losses (and items thereof) for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the Sponsor General Partner and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The Sponsor General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate net profits income and net losses (or items thereof) for the taxable year in which the adjustment occurs. The allocation of net profits income and net losses (or items thereof) for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of net profits income and net losses (or items thereof) for the later part shall be based on the adjusted Percentage Interests.

Percentage Interests. If the number of outstanding Partnership Common Units or Preferred Units increases or decreases during a taxable year, each Partner’s Member's Percentage Interest shall be adjusted by the General Partner Managing Member effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Common Units and Preferred Units held by such Partner Member divided by the aggregate number of Partnership Common Units and Preferred Units, as applicable, outstanding after giving effect to such increase or decrease. If the Partners’ Members' Percentage Interests are adjusted pursuant to this Section 4.5, the net profits Profits and net losses (and items thereof) Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner that adjustment occurs and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General PartnerManaging Member, in its sole and absolute discretion, shall determine which method shall be used to allocate net profits Profits and net losses (or items thereof) Losses for the taxable year in which the adjustment occurs. The allocation of net profits Profits and net losses (or items thereof) Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of net profits Profits and net losses (or items thereof) Losses for the later part shall be based on the adjusted Percentage Interests. In the event that there is an increase or decrease in the number of outstanding Units (other than Common Units and Preferred Units) during a taxable year, the Managing Member shall have similar discretion, as provided in the preceding sentences of this Section 4.5, to allocate items of Profit and Loss between the part of the year ending on the day when that increase or decrease occurs and the part of the year beginning on the following day, and that allocation shall take into account the Members' relative interests in those items of Profit and Loss before and after such increase or decrease. 4.6.

Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.54.4, the net profits and net losses (and items thereof) for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate net profits and net losses (or items thereof) for the taxable year in which the adjustment occurs. The allocation of net profits and net losses (or items thereof) for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of net profits and net losses (or items thereof) for the later part shall be based on the adjusted Percentage Interests.