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 Section 1.704-1(b)(2)(ii)(g) of the Regulations, (i) distributions shall be made pursuant to Article 10 to the Partners who have positive Capital Accounts in compliance with Section 1.704-1(b)(2)(ii)(b)(2) of the Regulations, and (ii) if any 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 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. In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to the preceding sentence may be: (a) Distributed to a trust established for the benefit of the 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 Partners arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the General Partner, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement; or (b) Withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts shall be distributed to the Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. In Subject to Section 13.4 below, 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 10 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 ). If any Partner's Capital Account Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Partner shall contribute have no obligation to make any contribution to the capital of the Partnership the amount necessary with respect to restore such deficit, and such deficit balance shall not be considered a debt owed to zero in compliance with Section 1.704-1 (b)(2)(ii)(b)(3) of the RegulationsPartnership or to any other Person for any purpose whatsoever. In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to the preceding sentence this Article XIII may be: : (aA) Distributed 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 Partners 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 General Partner, in the same proportions 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 or (bB) Withheld withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided 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 13.4 below, 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 10 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 ). If any Partner's Capital Account Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Partner shall contribute have no obligation to make any contribution to the capital of the Partnership the amount necessary with respect to restore such deficit, and such deficit balance shall not be considered a debt owed to zero in compliance with Section 1.704-1 (b)(2)(ii)(b)(3) of the RegulationsPartnership or to any other Person for any purpose whatsoever. In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to the preceding sentence this Article XIII may be: : (aA) Distributed 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 Partners 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 General Partner, in the same proportions 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 or (bB) Withheld withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) 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 13.4 below, 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 10 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 ). If any Partner's Capital Account Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Partner shall contribute have no obligation to make any contribution to the capital of the Partnership the amount necessary with respect to restore such deficit, and such deficit balance shall not be considered a debt owed to zero in compliance with Section 1.704-1 (b)(2)(ii)(b)(3) of the RegulationsPartnership or to any other Person for any purpose whatsoever. In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to the preceding sentence this Article XIII may be: : (aA) Distributed 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 Partners 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 General Partner, in the same proportions 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 or (bB) Withheld withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) 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 Subject to Section 13.4, if 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 under this Article 10 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 ). If any Partner's Capital Account Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Partner shall contribute have no obligation to make any contribution to the capital of the Partnership the amount necessary with respect to restore such deficit, and such deficit balance shall not be considered a debt owed to zero in compliance with Section 1.704-1 (b)(2)(ii)(b)(3) of the RegulationsPartnership or to any other Person for any purpose whatsoever. In the discretion of the General PartnerLiquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to the preceding sentence this Article XIII may be: : (aA) Distributed 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 Partners 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 General Partner, in the same proportions 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 or (bB) Withheld withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) 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) of the Regulations), (i) distributions shall be made pursuant to this Article 10 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) of the Regulations, and (ii) if ). If any Partner's Capital Account Partner has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for all the taxable years, including the year during which such liquidation occurs), such Partner shall contribute have no obligation to make any contribution to the capital of the Partnership the amount necessary with respect to restore such deficit, and such deficit balance shall not be considered a debt owed to zero in compliance with Section 1.704-1 (b)(2)(ii)(b)(3) of the RegulationsPartnership 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 the preceding sentence this Article 13 may be: (a) Distributed 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 Partners 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 as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement; or (b) Withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts shall be distributed to the Partners as soon as practicable.same

Compliance with Timing Requirements of Regulations. In ---------------------------------------------------- the event the Partnership is "liquidated" within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, (i) distributions shall be made - pursuant to Article 10 to the Partners who have positive Capital Accounts in compliance with Section 1.704-1(b)(2)(ii)(b)(2) of the Regulations, and (ii) if - - any 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 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. In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to the preceding sentence may be: (a) Distributed to a trust established for the benefit of the 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 Partners arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the General Partner, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement; or (b) Withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts shall be distributed to the 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 Regulations1.704 1(b)(2)(u)(g), (ia) distributions shall be made pursuant to this Article 10 to the Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1.704 1(b)(2)(ii)(b)(2) of the Regulations), and (iib) if any 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), the 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-l(b)(2)(ii)(b)(3). If any Person who is not a General Partner has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Partner shall contribute have no obligation to make any contribution to the capital of the Partnership the amount necessary with respect to restore such deficit, and such deficit balance shall not be considered a debt owed to zero in compliance with Section 1.704-1 (b)(2)(ii)(b)(3) of the RegulationsPartnership or any other Person for any purpose whatsoever. In the discretion of the General PartnerLiquidator, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to the preceding sentence may be: (a) Distributed instead be distributed to a trust established for the benefit of the 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 Partners arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the General PartnerLiquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement; or (b) Withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts shall be distributed to the 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), (i) distributions shall be made pursuant to this Article 10 XV to the 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 ). If any Partner's Capital Account Partner has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Partner shall contribute have no obligation to make any contribution to the capital of the Partnership the amount necessary with respect to restore such deficit, and such deficit balance shall not be considered a debt owed to zero in compliance with Section 1.704-1 (b)(2)(ii)(b)(3) of the RegulationsPartnership or to any other Person for any purpose whatsoever. In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the Partners and pursuant to the preceding sentence this Article XV may be: (a) Distributed distributed to a trust established for the benefit of the 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 Partners General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners and from time to time, in the reasonable discretion of the General Partner, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement; or (b) Withheld withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts shall be distributed to the Partners as soon as practicable.

Compliance with Timing Requirements of Regulations. In the event the Partnership is "liquidated" within the meaning of Section Regulations section 1.704-1(b)(2)(ii)(g) of the Regulations), (i) distributions shall be made pursuant to this Article 10 XII to the Partners who have positive Capital Accounts in compliance with Section Regulations section 1.704-1(b)(2)(ii)(b)(2) of the Regulations, and (ii) if ). If any Partner's Capital Account Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Partner shall contribute have no obligation to make any contribution to the capital of the Partnership the amount necessary with respect to restore such deficit, and such deficit balance shall not be considered a debt owed to zero in compliance with Section 1.704-1 (b)(2)(ii)(b)(3) of the RegulationsPartnership or to any other Person for any purpose whatsoever. In the discretion of the General PartnerLiquidator, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to the preceding sentence this Article XII may be: (a) Distributed A. distributed to a trust established for the benefit of the 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 Partners arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the General PartnerLiquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement; or (b) Withheld B. withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts shall be distributed to the 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) of the Regulations), (i) distributions shall be made pursuant to this Article 10 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 including any 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 occurstiming requirements therein), such 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. In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and Limited Partners pursuant to the preceding sentence this Article XIII may be: : (ai) Distributed 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 Partners 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 General Partner, in the same proportions 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 or (bii) Withheld withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided, 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)(g1(b) of the Regulations(2) (ii) (g), (i) distributions shall be made pursuant to this Article 10 XV to the Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(21(b) of the Regulations, and (2) (ii) if (b) (2). If any Partner's Capital Account Partner has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Partner shall contribute have no obligation to make any contribution to the capital of the Partnership the amount necessary with respect to restore such deficit, and such deficit balance shall not be considered a debt owed to zero in compliance with Section 1.704-1 (b)(2)(ii)(b)(3) of the RegulationsPartnership or to any other Person for any purpose whatsoever. In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the Partners and pursuant to the preceding sentence this Article XV may be: (a) Distributed distributed to a trust established for the benefit of the 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 Partners General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners and from time to time, in the reasonable discretion of the General Partner, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement; or (b) Withheld withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnershippartnership, provided that such withheld amounts shall be distributed to the 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 RegulationsCode, (i) distributions shall be made pursuant to this Article 10 XVI to the 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 Code. If any Partner's Capital Account Partner has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Partner shall contribute have no obligation to make any contribution to the capital of the Partnership the amount necessary with respect to restore such deficit, and such deficit balance shall not be considered a debt owed to zero in compliance with Section 1.704-1 (b)(2)(ii)(b)(3) of the RegulationsPartnership or to any other Person for any purpose whatsoever. In the discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to the preceding sentence this Article XVI may be: (a) Distributed distributed to a trust established for the benefit of the 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 Partners General Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the General Partner, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement; or (b) Withheld withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts shall be distributed to the 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), (i) distributions shall be made pursuant to this Article 10 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) of the Regulations, and (ii) if ). If any Partner's Capital Account Partner has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions and allocations for all the taxable years, including the year during which such liquidation occurs), such Partner shall contribute have no obligation to make any contribution to the capital of the Partnership the amount necessary with respect to restore such deficit, and such deficit balance shall not be considered a debt owed to zero in compliance with Section 1.704-1 (b)(2)(ii)(b)(3) of the RegulationsPartnership 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 the preceding sentence this Article 13 may be: (a) Distributed 72 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 Partners 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 as 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 provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts shall be distributed to the Partners as soon as practicable.