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 at such time as the Partnership (or the General Partner’s interest therein) is “liquidated” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), the General Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years or portions thereof, 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 Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(3). If at such time as the Partnership (or any Limited Partner’s interest therein) is “liquidated” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g) any Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years or portions thereof, including the year during which such liquidation occurs), no such Limited Partner shall have any 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 purposes whatsoever, except to the extent otherwise agreed to by such Partner and the General Partner. Any contribution required of a Partner hereunder shall be made on or before the later of (i) the end of the Partnership Year in which the interest of such Partner is liquidated or (ii) the ninetieth (90th) day following the date of such liquidation.

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 1.7041 .704-1(b)(2)(ii)(b)(2). If at such time as the Partnership (or the General Partner’s interest therein) is “liquidated” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), the General Partner has a deficit balance in its his Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years Fiscal Years or portions thereof, 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 Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(3)). If at such time as the Partnership (or any Limited Partner’s interest therein) is “liquidated” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g) any Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years Fiscal Years or portions thereof, including the year during which such liquidation occurs), no each such Limited Partner shall have any obligation be obligated to make any contribution contribute cash to the capital of the Partnership in an amount equal to the lesser of (i) the amount required to increase its Capital Account as of such date to zero determined after applying the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)(f) so as to adjust (for this purpose) each such Partner’s Capital Account balance for the full amount of such Partner’s unrealized gains and losses on a fair market value basis (provided however, such adjustment shall be made without regard to any value that may be deemed to exist with respect to any redemption rights under Section 8.6) or (ii) such deficit and such deficit shall not be considered a debt owed to Limited Partner’s Limited Partner Recourse Debt Percentage multiplied by the Partnership or to any other Person for any purposes whatsoever, except to the extent otherwise agreed to by such Partner and the General PartnerRecourse Debt Amount. Any such contribution required required, of a Partner hereunder shall be made on or before the later of (i) the end of the Partnership Year in which the interest of such Partner is liquidated or (ii) the ninetieth (90th) day following the date of such liquidation. Notwithstanding any provision hereof to the contrary, all amounts so contributed by a Limited Partner to the capital of the Partnership shall, upon the liquidation of the Partnership under Article XIII, be paid only to any then creditors of the Partnership, including Partners that are Partnership creditors (in the order provided in Section 13.2 hereof), and shall not be distributed to the other Partners then having positive balances in their respective Capital Accounts. After the death of a Limited Partner, the executor of the estate of such Limited Partner may elect to reduce (or eliminate) the deficit Capital Account restoration obligation of such Limited Partner pursuant to this Section 13.3. Such election may be made by such executor by delivering to the General Partner within two hundred seventy (270) days of the death of such Limited Partner a written notice setting forth the maximum deficit balance in his Capital Account that such executor agrees to restore under Section 13.3, if any. If such executor does not make a timely election pursuant to this Section 13.3 (whether or not the balance in his Capital Account is negative at such time), then such Limited Partner’s estate (and the beneficiaries thereof who receive distribution of Partnership Interests therefrom) shall be deemed to have a deficit Capital Account restoration obligation as set forth pursuant to the terms of Section 13.3. Any Limited Partner which is itself a partnership may likewise elect, after the death of its respective partner, to reduce (or eliminate) its deficit Capital Account restoration obligation pursuant to Section 13.3 by delivering a similar written notice to the General Partner within the time period specified herein. Any such partnership that does not make any such timely election shall similarly be deemed to have a deficit Capital Account restoration obligation as set forth pursuant to the terms of Section 13.3.

Compliance with Timing Requirements of Regulations. In the event the Partnership is “"liquidated” " within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article ARTICLE 13 to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(2). If at such time as the Partnership In that event, (or the General Partner’s interest thereini) is “liquidated” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), if the General Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years Partnership Years or portions thereof, 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 Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(3). If at such time as the Partnership ; and (or any Limited Partner’s interest thereinii) is “liquidated” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g) if any Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years Partnership Years or portions thereof, including the year during which such liquidation occurs)) and has been allocated a Limited Partner Recourse Debt Percentage, no each such Limited Partner shall have any obligation be obligated to make any contribution contribute cash to the capital of the Partnership with respect to such deficit and such deficit shall not be considered a debt owed in an amount equal to the Partnership lesser of (A) the amount required to increase its Capital Account balance as of such date to zero or to any other Person for any purposes whatsoever, except to the extent otherwise agreed to by (B) such Partner and the General Limited Partner's Recourse Debt Amount. Any such contribution required of a Partner hereunder shall be made on or before the later of (i) the end of the Partnership Year in which the interest of such Partner is liquidated or (ii) the ninetieth (90th) day following the date of such liquidation.. Notwithstanding any provision hereof to the contrary, all amounts so contributed by a Limited Partner to the capital of the Partnership shall, upon liquidation of the Partnership under ARTICLE 13, be paid only to any then creditors of the Partnership, including Partners that are Partnership creditors (in the order provided in SECTION 13.2), and shall not be distributed to the other Partners then having positive balances in their respective Capital Accounts. If a Limited Partner's interest in the Partnership is "liquidated" within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g) (other than in connection with a liquidation of the Partnership), which term shall include a redemption by the Partnership of such Limited Partner's interest upon exercise of a Redemption Right, then the Limited Partner shall be required to contribute cash to the capital of the Partnership equal to the lesser of (i) the amount required to increase its Capital Account balance as of such date to zero, or (ii) such Limited Partner's Recourse Debt Amount. For this purpose, (i) the Limited Partner's deficit Capital Account shall be determined by taking into account all contributions, distributions and allocations for the portion of the Partnership Year ending on the date of the liquidation or redemption, and (ii) solely for purposes of determining such Limited Partner's Capital Account balance, the General Partner shall redetermine the Carrying Value of the Partnership's assets on such date based on the principles set forth in SECTION 1.D(3) and (4) of EXHIBIT B hereto, and shall take into account the Limited Partner's allocable share of any Unrealized Gain or Unrealized Loss resulting from such redetermination in determining the balance of its Capital Account. The amount of any payment required hereunder shall be due and payable within the time periods specified in the penultimate sentence of the preceding paragraph. After the death of a Limited Partner, the executor of the estate of such Limited Partner may elect to reduce (or eliminate) the deficit Capital Account restoration obligation of such Limited Partner pursuant to this SECTION 13.3. Such elections may be made by such executor by delivering to the General Partner

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 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 at such time as the Partnership (or the General Partner’s interest therein) is “liquidated” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), the General Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable fiscal years or portions thereof, 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 Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(3)). If If, at such time as (i) the Partnership is liquidated or (or any ii) a Consenting Recourse Debt Limited Partner’s 's interest thereinin the Partnership is fully liquidated, transferred, terminated or redeemed (each such event set forth in (i) is “liquidated” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(gor (ii) a "Determination Event"), any Consenting Recourse Debt Limited Partner with respect to which a Determination Event has occurred has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years Fiscal Years or portions thereof, including the year during which such liquidation Determination Event occurs), no each such Consenting Recourse Debt Limited Partner shall have any obligation be obligated (the "Obligation") to make any contribution contribute cash to the capital of the Partnership in an amount equal to the lesser of (i) the amount required to increase its Capital Account as of such date to zero, determined by applying the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)(f) so as to adjust (for this purpose) each such Partner's Capital Account balance for the full amount of such Partner's unrealized gains and losses on a fair market value basis, (provided, however, such adjustment shall be made without regard to any value that may be deemed to exist with respect to any redemption rights under Section 8.6) or (ii) such deficit and such deficit shall not be considered a debt owed to Consenting Recourse Debt Limited Partner's Limited Partner Recourse Debt Percentage multiplied by the Partnership or to any other Person for any purposes whatsoever, except to the extent otherwise agreed to by such Partner and the General PartnerRecourse Debt Amount (each as defined in Section 6.1.B). Any such contribution required of a Partner hereunder shall be made on or before the later of (i) the end of the Partnership Year in which the interest of such Partner is liquidated Determination Event occurs or (ii) the ninetieth (90th) day following the date of such liquidationDetermination Event occurs. The amount of the Obligation, if any, shall be determined by the General Partner and confirmed by the Consenting Recourse Debt Limited Partners with respect to which a Determination Event has occurred. In the event the parties cannot agree on the amount of the Obligation, then an independent appraiser shall be utilized to determine the value of the Partnership's assets for the purpose of measuring the Partnership's solvency, the cost of which appraisal shall be borne by such Consenting Recourse Debt Limited Partners. Notwithstanding any provision hereof to the contrary, all amounts so contributed by a Partner to the capital of the Partnership shall, upon the liquidation of the Partnership under Article XIII, be paid only to any then creditors of the Partnership, including Partners that are Partnership creditors (in the order provided in Section 13.2 hereof), and shall not be distributed to the other Partners then having positive balances in their respective Capital Accounts, including holders of any Partnership Interest entitled to any preference in distribution. After the death of a Consenting Recourse Debt Limited Partner, the executor of the estate of such Consenting Recourse Debt Limited Partner may elect to reduce (or eliminate) the deficit Capital Account restoration obligation of such Consenting Recourse Debt Limited Partner pursuant to this Section 13.3. Such election may be made by such executor by delivering to the General Partner within two hundred seventy (270) days of the death of such Consenting Recourse Debt Limited Partner a written notice setting forth the maximum deficit balance in his Capital Account that such executor agrees to restore under this Section 13.3, if any. If such executor does not make a timely election pursuant to this Section 13.3 (whether or not the balance in his Capital Account is negative at such time), then such Consenting Recourse Debt Limited Partner's estate (and the beneficiaries thereof who receive distribution of Partnership Interests therefrom) shall be deemed to have a deficit Capital Account restoration obligation as set forth pursuant to the terms of this Section 13.3. Any Consenting Recourse Debt Limited Partner which is itself a partnership may likewise elect, after the death of its respective partner, to reduce (or eliminate) its deficit Capital Account restoration obligation pursuant to this Section 13.3 by delivering a similar written notice to the General Partner within the time period specified herein. Any such partnership that does not make any such timely election shall similarly be deemed to have a deficit Capital Account restoration obligation as set forth pursuant to the terms of this Section 13.3.