Common use of Maintenance of Indebtedness Clause in Contracts

Maintenance of Indebtedness. (i) During the Tax Protection Period, the Partnership shall maintain an amount of indebtedness sufficient to allow each Protected Partner, after taking advantage of the provisions of this Article III, to be allocated Partnership liabilities for purposes of Section 752 of the Code, and to be “at risk” with respect to Partnership liabilities for purposes of Section 465 of the Code, in each case in an amount no less than such Protected Partner’s Minimum Liability Amount. (ii) During the Tax Protection Period, the Partnership shall use commercially reasonable efforts to maintain an amount of indebtedness treated as Nonrecourse Liabilities for purposes of Section 752 such that each Protected Partner shall be allocated Partnership liabilities under Treasury Regulations Section 1.752-3 in an amount no less than such Protected Partner’s Minimum Liability Amount. (iii) After the expiration of the Tax Protection Period, the REIT and the Partnership shall use their best efforts to continue to comply with the obligations of this Article III and Section 6.1; provided, however, that with respect to a Protected Partner, such obligation to use best efforts shall terminate at such time as such Protected Partner (or one or more successor Protected Partners) has disposed of fifty percent (50%) or more of the OP Units received, directly or indirectly, in the Transaction by such Protected Partner in one or more taxable transactions; provided, further, that such obligation to use best efforts will terminate for all Protected Partners upon the later of the death of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or his wife, ▇▇▇▇▇ ▇.