X. Xxxx Price Realty Income Fund I, A No-Load Limited Partnership
Amended and Restated Agreement of Limited Partnership
Section 8.2. Capital Contribution Upon Dissolution.
Each Partner shall look solely to the assets of the Partnership
for all distributions with respect to the Partnership and the
return of his Capital Contribution and shall have no recourse
(upon dissolution or otherwise) against any General Partner or
any Limited Partner; provided, however, in the event that,
immediately following the liquidation of the Partnership's assets
referred to in Section 8.3 and the allocation of all Profits and
Losses for tax purposes of the Partnership from such liquidation
and all other sources for all periods, the General Partner would
have a deficiency in its Capital Account as determined in
accordance with tax accounting principles after all of the assets
of the Partnership were distributed following the liquidation,
then the General Partner shall contribute cash to the capital of
the Partnership in an amount equal to whichever is the lesser of
(a) such deficiency in the General Partner's Capital Account or
(b) the excess of 1.01% of the Capital Contributions over the
capital previously contributed by the General Partner. Such
contribution shall be made no later than the end of the
Partnership's taxable year in which the liquidation occurs or, if
later, within 90 days after the date of such liquidation.
