Common use of Compliance with Timing Requirements of Regulations Clause in Contracts

Compliance with Timing Requirements of Regulations. In the event the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for the taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 may be: A. distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or B. withheld to establish any reserves deemed necessary or appropriate for any contingent or unforeseen liabilities or obligations of the Partnership; and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided that, such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. In the event the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in his or her its Capital Account (after giving effect to all contributions, distributions and allocations for the all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General PartnerLiquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 may be: A. (i) distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General PartnerLiquidator, in the same proportions and as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or B. (ii) withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any Partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; , provided that, that such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. In the event the Partnership is "“liquidated" ” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for the taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 may be: A. distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or B. withheld to establish any reserves deemed necessary or appropriate for any contingent or unforeseen liabilities or obligations of the Partnership; and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided that, such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. In Subject to Section 13.04 below, in the event the Partnership is "“liquidated" ” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 XIII to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in his or her its Capital Account (after giving effect to all contributions, distributions and allocations for the all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 XIII may be: A. : (A) distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, Partnership and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The Partnership (in which case the assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement); or B. or (B) withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any Partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; , provided that, that such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. In Allowance for Contingent or Unforeseen Liabilities or Obligations. Notwithstanding anything to the contrary in this Agreement, in the event the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2) (including any timing requirements therein). If Except as provided in Section 13.4, if any Limited Partner has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for the all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the sole and absolute discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 may be: A. : (i) distributed to a liquidating trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The Partnership (the assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement); or B. or (ii) withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any Partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided thatprovided, that such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. In the event the Partnership is "“liquidated" ” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for the taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 may be: A. distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or B. withheld or escrowed to establish any reasonable reserves deemed necessary or appropriate for any contingent or unforeseen liabilities or obligations of the Partnership; and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided that, such withheld or escrowed amounts shall be distributed to the General Partner and Limited Partners in the manner and priority set forth in Section 13.2.A as soon as practicable.

Compliance with Timing Requirements of Regulations. In the event the Partnership is "“liquidated" ” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for the taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 may be: A. (A) distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or B. (B) withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided that, that such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. In the event the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for the all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 may be: A. distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or B. withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any Partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; , provided that, that such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. In the event Subject to Section 13.4, if the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to under this Article 13 XIII to the General Partner Partners and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in his or her its Capital Account (after giving effect to all contributions, distributions and allocations for the all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the Managing General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner Partners and Limited Partners pursuant to this Article 13 XIII may be: A. : (A) distributed to a trust established for the benefit of the General Partner Partners and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, Partnership and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner Partners arising out of or in connection with the Partnership. The Partnership (in which case the assets of any such trust shall be distributed to the General Partner Partners and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the Managing General Partner, in the same proportions and as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner Partners and Limited Partners pursuant to this Agreement); or B. or (B) withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any Partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; , provided that, that such withheld amounts shall be distributed to the General Partner Partners and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. In the event the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for the taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 may be: A. distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or B. withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any Partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; , provided that, that such withheld -------- ---- amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. (a) In the event the Partnership is "“liquidated" ” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), ) of the Regulations: (i) distributions shall be made pursuant to this Article 13 XIII to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2) of the Regulations; and (ii) if any General Partner’s Capital Account has a deficit balance (after giving effect to all contributions, distributions, and allocations for all taxable years, including the year during which such liquidation occurs), such General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Section 1.704-1(b)(2)(ii)(b)(3) of the Regulations. If any Limited Partner has a deficit balance in his or her its Capital Account (after giving effect to all contributions, distributions and allocations for the all taxable years, including the year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. . (b) In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 XIII may be: A. (i) distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assetsProperty, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The Property and other assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or B. (ii) withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any Partnership liabilities (contingent or unforeseen liabilities otherwise) or obligations of the Partnership; and to reflect the unrealized portion of any installment obligations owed to the Partnership; , provided that, that such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. In the event the Partnership is "“liquidated" ” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in his or her its Capital Account (after giving effect to all contributions, distributions and allocations for the all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General PartnerLiquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 may be: A. (i) distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General PartnerLiquidator, in the same proportions and as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or B. (ii) withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any Partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; , provided that, that such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. Deficit Capital Account Balance. In the event the Partnership is "liquidated" within the meaning of Regulations Regulation Section 1.704-1(b)(2)(ii)(g), (a) distributions shall be made pursuant to this Article 13 X to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2), and (b) if any General Partner's Capital Account has a deficit balance (after giving effect to all contributions, distributions, and allocations for all taxable years, including the year during which such liquidation occurs), such General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3). If any Limited Partner has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for the all taxable years, including the year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 X may be: A. (a) distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or B. (b) withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any Partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; , provided that, that such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. In the event Subject to Section 13.4, if the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to under this Article 13 XIII to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If Except for those Partners listed on Exhibit G who have entered into one or more Deficit Restoration Obligation Agreements and have agreed thereby to contribute an amount of cash up to the amount listed next to each such Partner's name on Exhibit 4.6 in the event of the liquidation of the Partnership pursuant to this Article XIII, if any Partner has a deficit balance in his or her its Capital Account (after giving effect to all contributions, distributions and allocations for the all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 XIII may be: A. : (A) distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, Partnership and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The Partnership (in which case the assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement); or B. or (B) withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any Partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; , provided that, that such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. In the event the Partnership is "“liquidated" ” within the meaning of Regulations Section Treas. Regs. § 1.704-1(b)(2)(ii)(g), then (a) distributions shall be made pursuant to this Article 13 XI to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section Treas. Regs. § 1.704-1(b)(2)(ii)(b)(21(b)(2)(ii)(b) (2), and (b) if the General Partner’s Capital Account has a deficit balance (after giving effect to all contributions, distributions, and allocations for all taxable years, including the year during which such liquidation occurs), such General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Treas. Regs. § 1.704-1(b)(2)(ii)(b)(3). Such deficit restoration obligation on the part of the General Partner shall be considered to be a debt to only the Partnership and to no other party and it shall be incurred by the General Partner upon liquidation as provided herein. If any Limited Partner has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for the all taxable years, including the year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficitdeficit except to the extent that the Limited Partner is otherwise obligated to make a Capital Contribution under this Agreement, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. If a Partner’s Obligation exceeds the amount payable to him for his Interest, except he shall remit the net amount of his Partner Obligation in accordance with its terms, and no amount shall be payable to the extent otherwise agreed to by such Partner and the General Partnerhim. In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 XI may be: A. be distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contested, contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners Partners, from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and as the amount distributed to such trust by the Partnership would otherwise have been distributed to among the General Partner and Limited Partners pursuant to this Agreement; or B. withheld to establish any reserves deemed necessary or appropriate for any contingent or unforeseen liabilities or obligations of the Partnership; and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided that, such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. In the event the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for the taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 may be: A. distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or B. withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any Partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; , provided that, that such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. In the event the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g)) of the Regulations, (1) distributions shall be made pursuant to this Article 13 XII to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner ) of the regulations, and (2) if the General Partner's Capital Account has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions distributions, and allocations for all taxable years, including the year during which such liquidation occurs), the General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Section 1.7041(b)(2)(ii)(b)(3) of the Regulations. If any Limited partner has an Adjusted Capital Account Deficit (after giving effect to all contributions, distributions, and allocations for all taxable years, including the year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficitAdjusted Capital Account Deficit, and such deficit Adjusted Capital Account Deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to of the General Partner and Limited Partners pursuant to this Article 13 XII may be: A. (a) distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or B. (b) withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any Partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; , provided that, that such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. In the event the Partnership is "liquidated" within the meaning of Regulations Section Sections 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 Section 15 to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Limited Partner has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for the all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 Section 15 may be: A. (i) distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or B. (ii) withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any Partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; , provided that, that such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. In the event the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for the taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General PartnerLiquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 may be: A. distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General PartnerLiquidator, in the same proportions and the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or B. withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any Partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided that, PROVIDED THAT when the Liquidator determines that the withheld amounts are no longer appropriate such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicablepracticable in the manner and order of priority set forth in Section 13.2.

Compliance with Timing Requirements of Regulations. In the event the Partnership is "“liquidated" ” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the General Partner and Limited Partners who have positive Capital Accounts in hi compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If Except as otherwise provided in writing signed by the Limited Partner, if any Partner has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for the taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General PartnerLiquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 may be: A. (a) distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General PartnerLiquidator, in the same proportions and the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or B. (b) withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any Partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided that, PROVIDED THAT when the Liquidator determines that the withheld amounts are no longer appropriate such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicablepracticable in the manner and order of priority set forth in Section 13.2.

Compliance with Timing Requirements of Regulations. In the event If the Partnership is "liquidated" within the meaning of Regulations Section Sections 1.704-1(b)(2)(ii)(g), ): (a) distributions shall be made pursuant to this Article 13 Fourteen to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2); and (b) if a General Partner's Capital Account has a deficit balance (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3). If any the Limited Partner has a deficit balance in his or her its Capital Account (after giving effect to all contributions, distributions and allocations for the all taxable years, including the year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners Partner pursuant to this Article 13 Fourteen may be: A. (a) distributed to a trust established for the benefit of the General Partner and Limited Partners Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner Partners arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners Partner from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and proportion as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners Partner pursuant to this Agreement; or B. (b) withheld to establish any reserves deemed necessary or appropriate provide a reserve for any Partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; , provided that, that such withheld amounts shall be distributed to the General Partner and Limited Partners Partner as soon as reasonably practicable.

Compliance with Timing Requirements of Regulations. In Allowance for Contingent or Unforeseen Liabilities or Obligations. Notwithstanding anything to the contrary in this Agreement, in the event the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2) (including any timing requirements therein). If Except as provided in Section 13.4, if any Original Limited Partner has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for the all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the sole and absolute discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 may be: A. : (i) distributed to a liquidating trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The Partnership (the assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement); or B. or (ii) withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any Partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided thatprovided, that such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. In the event the Partnership is "“liquidated" ” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), (i) distributions shall be made pursuant to this Article 13 Section 11 to the General Partner Partners and Limited Partners Unit Holders who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner Unit Holder has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions distributions, and allocations for the all taxable years, including the year during which such liquidation occurs), such Partner Unit Holder shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator Managing General Partner or the General Partnerliquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner Partners and Limited Partners Unit Holders pursuant to this Article 13 Section 11 may be: A. a. distributed to a trust established for the benefit of the General Partner Partners and Limited Partners Unit Holders for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the Managing General Partner Partners arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners or Unit Holders from time to time, in the reasonable discretion of the Liquidator or the Managing General Partner, in the same proportions and as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner Partners and Limited Partners Unit Holders pursuant to this Agreement; or B. b. withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any Partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; , provided that, that such withheld amounts shall be distributed to the General Partner Partners and Limited Partners Unit Holders as soon as practicable.

Compliance with Timing Requirements of Regulations. In the event the Partnership is "“liquidated" ” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g)) of the Regulations, (1) distributions shall be made pursuant to this Article 13 XII to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.7041 ..704-1(b)(2)(ii)(b)(2). If any Partner 1 (b)(2)(ii)(b)(2) of the regulations, and (2) if the General Partner’s Capital Account has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions distributions, and allocations for all taxable years, including the year during which such liquidation occurs), the General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Section 1.704-1(b)(2)(ii)(b)(3) of the Regulations. If any Limited partner has an Adjusted Capital Account Deficit (after giving effect to all contributions, distributions, and allocations for all taxable years, including the year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficitAdjusted Capital Account Deficit, and such deficit Adjusted Capital Account Deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to of the General Partner and Limited Partners pursuant to this Article 13 XII may be: A. (a) distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or B. (b) withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any Partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; , provided that, that such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. In the event the Partnership is "“liquidated" ” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(21.704‑1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for the taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 may be: A. distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or B. withheld to establish any reserves deemed necessary or appropriate for any contingent or unforeseen liabilities or obligations of the Partnership; and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided that, such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. Deficit Capital Account. In the event the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the General Partner Partners and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in his or her its Capital Account (after giving effect to all contributions, distributions and allocations for the taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the Managing General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner Partners and Limited Partners pursuant to this Article 13 may be: A. distributed to a trust established for the benefit of the General Partner Partners and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the Managing General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner Partners and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General PartnerLiquidator, in the same proportions and the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner Partners and Limited Partners pursuant to this Agreement; or B. withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any Partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided thatprovided, that such withheld amounts shall be distributed to the General Partner Partners and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. In the event the Partnership is "liquidated" within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Partner has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for the taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 may be: A. distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or B. withheld to establish any reserves deemed necessary or appropriate for any contingent or unforeseen liabilities or obligations of the Partnership; and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided that, such withheld amounts shall -------- ---- be distributed to the General Partner and Limited Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. (a) In the event the Partnership is "“liquidated" ” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13 Section 8.5, and contributions shall be made pursuant to Section 8.5 by the General Partner and Limited Partners who have positive that has a negative balance in its Capital Accounts Account in compliance with Regulations Section Sections 1.704-1(b)(2)(ii)(b)(21(b)(2)(ii)(g)(j) and (3). If any Partner has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for the taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. In the discretion of the Liquidator or the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to this Article 13 8 may be: A. (i) distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the General Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator or the General Partner, in the same proportions and as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this Agreement; or B. (ii) withheld to establish any reserves deemed necessary or appropriate provide a reasonable reserve for any Partnership liabilities (contingent or unforeseen liabilities or obligations of the Partnership; otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; , provided that, that such withheld amounts shall be distributed to the General Partner and Limited Partners as soon as practicable. (b) Notwithstanding the provisions of Section 8.6(a) hereof, if the Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii) (a) but such liquidation does not cause a dissolution of the Partnership, the assets of the Partnership need not actually be distributed to the Partners, but in such event the Partnership shall be deemed to have distributed to the Partners in accordance with their Capital Accounts all of the Partnership’s property in kind, and such Partners shall be deemed immediately thereafter to have recontributed such property to the Partnership.