Common use of Distributions Upon Winding-Up Clause in Contracts

Distributions Upon Winding-Up. Upon the dissolution and winding up of the Partnership, the assets of the Partnership will be distributed in the following order of priority: (a) To the payment of the debts and liabilities of the Partnership (other than Capital Accounts and Partner loans to the Partnership) and the expenses of winding-up, including the establishment of any reserves to pay any anticipated and contingent liabilities or obligations which the General Partners, in their sole discretion, deem appropriate. Any such reserves will be charged against the Partners’ Capital Accounts on a pro rata basis based upon the proportion of each Partner’s Capital Account to the total of all Partners’ Capital Accounts, and prior to payment of such liabilities and obligations, will be placed in the hands of an escrow agent for such period and upon such terms as the General Partners will determine; and then, (b) To repay any loans to the Partnership by a Partner, including any deferred payment obligation to a Partner or a Partner’s personal representative as the result of a redemption by the Partnership of such Partner’s interest; and then, (c) To the Partners in an amount equal to any credit balance in their Capital Accounts (as a negative Capital Account balance will be considered a loan from the Partnership to the Partner for the purpose of determining distributions upon dissolution), so that the Capital Account of each Partner will be brought back to zero; and then, (d) The balance, if any, will be distributed to the Partners in proportion to their respective percentage interests in the Partnership.

Distributions Upon Winding-Up. Upon the dissolution and winding up of the Partnership, the assets of the Partnership will be distributed in the following order of priority: (a) To the payment of the debts and liabilities of the Partnership (other than Capital Accounts and Partner loans to the Partnership) and the expenses of winding-up, including the establishment of any reserves to pay any anticipated and contingent liabilities or obligations which the Managing or Co-Managing or General Partners, as the case may be, in their sole discretion, deem appropriate. Any such reserves will be charged against the Partners’ ' Capital Accounts on a pro rata basis based upon the proportion of each Partner’s Capital Account 's ownership interests to the total of all Partners’ Capital Accounts' interests, and which reserve, prior to payment of such liabilities and obligations, will be placed in the hands of an escrow agent for such period and upon such terms as the General Partners will determine; and then, (b) To repay any loans to the Partnership by a Partner, including any deferred payment obligation to a Partner or a Partner’s 's personal representative as the result of a redemption by the Partnership of such Partner’s 's interest; and then, (c) To the Partners in an amount equal to any credit balance in their Capital Accounts (as a negative Capital Account balance will be considered a loan from the Partnership to the Partner for the purpose of determining distributions upon dissolution), so that the Capital Account of each Partner will be brought back to zero; and then, (d) The balance, if any, will be distributed to the Partners in proportion an amount equal to their respective each Partner's percentage interests interest in the Partnership.. -------------------------------------------------------------------------------- The Jaytee Properties Limited Partnership Page 7 of 24

Distributions Upon Winding-Up. Upon the dissolution and winding up of the Partnership, the assets of the Partnership will be distributed in the following order of priority: (a) To to the payment of the debts and liabilities of the Partnership (other than Capital Accounts and Partner loans to the Partnership) and the expenses of winding-up, including the establishment of any reserves to pay any anticipated and contingent liabilities or obligations which the Managing or Co-Managing or General Partners, as the case may be, in their sole discretion, deem appropriate. Any such reserves will be charged against the Partners’ ' Capital Accounts on a pro rata basis based upon the proportion of each Partner’s Capital Account 's ownership interests to the total of all Partners’ Capital Accounts' interests, and which reserve, prior to payment of such liabilities and obligations, will be placed in the hands of an escrow agent for such period and upon such terms as the General Partners will determine; and then, (b) To to repay any loans to the Partnership by a Partner, including any deferred payment obligation to a Partner or a Partner’s 's personal representative as the result of a redemption by the Partnership of such Partner’s 's interest; and then, (c) To to the Partners in an amount equal to any credit balance in their Capital Accounts (as a negative Capital Account balance will be considered a loan from the Partnership to the Partner for the purpose of determining distributions upon dissolution), so that the Capital Account of each Partner will be brought back to zero; and then, (d) The the balance, if any, will be distributed to the Partners in proportion an amount equal to their respective each Partner's percentage interests interest in the Partnership.