GAIN THAT IS ALLOCABLE TO SUCH PARTNER WITH RESPECT TO
SECTION 704(C) PROPERTY (AS DEFINED UNDER REGULATIONS SECTION 1.704-3(A)(3)(II))
OR PROPERTY FOR WHICH REVERSE 704(C) ALLOCATIONS ARE APPLICABLE (AS DESCRIBED IN
REGULATIONS SECTION 1.704-3(A)(6)(I)) TO THE EXTENT PERMITTED BY REGULATIONS
SECTION 1.752-3(A)(3) (AS INITIALLY SET FORTH ON SCHEDULE 10.9); AND
(B) THEREAFTER, TO THE PARTNERS IN ACCORDANCE WITH EACH PARTNER'S SHARE OF
PARTNERSHIP PROFITS AS DETERMINED BY THE GENERAL PARTNER IN A MANNER CONSISTENT
WITH REGULATIONS SECTION 1.752-3(A)(3).
D.
ANY GAIN ALLOCATED TO THE PARTNERS UPON
THE SALE OR OTHER TAXABLE DISPOSITION OF ANY PARTNERSHIP ASSET SHALL, TO THE
EXTENT POSSIBLE, AFTER TAKING INTO ACCOUNT OTHER REQUIRED ALLOCATIONS OF GAIN
PURSUANT TO EXHIBIT C, BE CHARACTERIZED AS RECAPTURE INCOME IN THE SAME
PROPORTIONS AND TO THE SAME EXTENT AS SUCH PARTNERS HAVE BEEN ALLOCATED ANY
DEDUCTIONS DIRECTLY OR INDIRECTLY GIVING RISE TO THE TREATMENT OF SUCH GAINS AS
RECAPTURE INCOME.
E.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THIS AGREEMENT, UPON ANY CONVERSION OF CLASS A PREFERRED UNITS PURSUANT TO
SECTION 8.6.C OR SECTION 8.9 HEREOF OR OTHERWISE, ITEMS OF INCOME, GAIN, LOSS
AND DEDUCTION RESULTING FROM THE REVALUATION OF THE PARTNERSHIP ASSETS PURSUANT
TO SECTION 1.D OF EXHIBIT B HERETO OTHERWISE ALLOCABLE TO THE CONVERTING LIMITED
PARTNER AND THE GENERAL PARTNER AND ITS SUBSIDIARIES AND AFFILIATES OR ANY
PARENT TRANSFEREE SHALL BE SPECIALLY ALLOCATED TO THE HOLDER OF THE CLASS A
PREFERRED UNITS AND THE GENERAL PARTNER AND ITS SUBSIDIARIES AND AFFILIATES
UNTIL SO MUCH OF THE CAPITAL ACCOUNT OF SUCH HOLDER REPRESENTED BY THE CLASS A
PREFERRED UNITS BEING CONVERTED BY SUCH HOLDER EQUALS THE AGGREGATE CAPITAL
ACCOUNTS OF HOLDERS OF COMMON UNITS OTHER THAN THE GENERAL PARTNER AND ITS
SUBSIDIARIES AND AFFILIATES OR ANY PARENT TRANSFEREE (AFTER GIVING EFFECT TO ANY
ALLOCATION OF INCOME, GAIN, LOSS AND DEDUCTION TO SUCH HOLDERS AS A RESULT OF
THE APPLICABLE REVALUATION) DIVIDED BY THE NUMBER OF COMMON UNITS OUTSTANDING
AND OWNED BY SUCH HOLDERS OF COMMON UNITS NOT OWNED BY THE GENERAL PARTNER AND
ITS SUBSIDIARIES AND AFFILIATES OR ANY PARENT TRANSFEREE IMMEDIATELY PRIOR TO
THE CONVERSION.
Section 6.2.
Substantial Economic Effect
It is the intent of the Partners that the allocations of Net Income and Net
Losses under this Agreement have substantial economic effect (or be consistent
with the Partners' interests in the Partnership in the case of the allocation of
losses attributable to nonrecourse debt) within the meaning of Section 704(b) of
the Code as interpreted by the Regulations promulgated pursuant thereto.
This
Article VI and other relevant provisions of this Agreement shall be interpreted
in a manner consistent with such intent.
ARTICLE VII - MANAGEMENT AND OPERATIONS OF BUSINESS
Section 7.1.
Management
A.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
THIS AGREEMENT, ALL MANAGEMENT POWERS OVER THE BUSINESS AND AFFAIRS OF THE
PARTNERSHIP ARE AND SHALL BE EXCLUSIVELY
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vested in the General Partner, and no Limited Partner shall have any right to
participate in or exercise control or management power over the business and
affairs of the