SHALL BE ALLOCATED
PROFIT OR ITEMS OF GROSS INCOME OR GAIN SO THAT THE RATIO OF ITS CAPITAL ACCOUNT
TO THE CAPITAL ACCOUNTS OF ALL OTHER PARTNERS IS PROPORTIONATE TO ITS DEEMED
PERCENTAGE INTEREST.
(C)
ANY DISTRIBUTIONS PURSUANT TO THIS SECTION 5.06 SHALL BE MADE BY
THE END OF THE PARTNERSHIP'S TAXABLE YEAR IN WHICH THE LIQUIDATION OCCURS (OR,
IF LATER, WITHIN 90 DAYS AFTER THE DATE OF THE LIQUIDATION).
TO THE EXTENT
DEEMED ADVISABLE BY THE GENERAL PARTNER, APPROPRIATE ARRANGEMENTS (INCLUDING THE
USE OF A LIQUIDATING TRUST) MAY BE MADE TO ASSURE THAT ADEQUATE FUNDS ARE
AVAILABLE TO PAY ANY CONTINGENT DEBTS OR OBLIGATIONS.
5.07
TARGET FINAL BALANCE.
THE ALLOCATION PROVISIONS OF THIS AGREEMENT
ARE INTENDED TO PRODUCE FINAL CAPITAL ACCOUNT BALANCES THAT ARE AT LEVELS
("TARGET FINAL BALANCES") THAT PERMIT LIQUIDATING DISTRIBUTIONS THAT ARE MADE IN
ACCORDANCE WITH SUCH FINAL CAPITAL ACCOUNT BALANCES TO BE EQUAL TO THE
DISTRIBUTIONS THAT WOULD OCCUR UNDER SECTION 5.02 HEREOF IF SUCH LIQUIDATING
PROCEEDS WERE DISTRIBUTED PURSUANT TO SECTION 5.02.
TO THE EXTENT THAT THE
ALLOCATION PROVISIONS OF THIS AGREEMENT WOULD NOT PRODUCE THE TARGET FINAL
BALANCES, THE PARTNERS AGREE TO TAKE SUCH ACTIONS AS ARE NECESSARY TO AMEND SUCH
ALLOCATION PROVISIONS TO PRODUCE SUCH TARGET FINAL BALANCES.
IN FURTHERANCE OF
THE FOREGOING, THE GENERAL PARTNER IS EXPRESSLY AUTHORIZED AND DIRECTED TO MAKE
SUCH ALLOCATIONS OF GAIN, LOSS AND DEDUCTION (INCLUDING ITEMS OF GROSS INCOME,
GAIN, LOSS AND DEDUCTION) IN THE YEAR OF LIQUIDATION OF THE COMPANY SO AS TO
CAUSE THE CAPITAL ACCOUNTS OF THE PARTNERS THAT DETERMINE THE AMOUNTS THAT ARE
DISTRIBUTED TO THE PARTNERS UNDER SECTION 5.02 TO BE EQUAL TO THE TARGET FINAL
BALANCES.
ARTICLE VI
RIGHTS, OBLIGATIONS AND
POWERS OF THE GENERAL PARTNER
6.01
MANAGEMENT OF THE PARTNERSHIP.
(A)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE
GENERAL PARTNER SHALL HAVE FULL, COMPLETE AND EXCLUSIVE DISCRETION TO MANAGE AND
CONTROL THE BUSINESS OF THE PARTNERSHIP FOR THE PURPOSES HEREIN STATED, AND
SHALL MAKE ALL DECISIONS AFFECTING THE BUSINESS AND ASSETS OF THE PARTNERSHIP.
SUBJECT TO THE RESTRICTIONS SPECIFICALLY CONTAINED IN THIS AGREEMENT, THE POWERS
OF THE GENERAL PARTNER SHALL INCLUDE, WITHOUT LIMITATION, THE AUTHORITY TO TAKE
THE FOLLOWING ACTIONS ON BEHALF OF THE PARTNERSHIP:
(I)
TO ACQUIRE, PURCHASE, OWN, OPERATE, LEASE AND DISPOSE OF ANY REAL
PROPERTY AND ANY OTHER PROPERTY OR ASSETS INCLUDING, BUT NOT LIMITED TO, NOTES
AND MORTGAGES THAT THE GENERAL PARTNER DETERMINES ARE NECESSARY OR APPROPRIATE
IN THE BUSINESS OF THE PARTNERSHIP;
20
(II)
TO CONSTRUCT BUILDINGS AND MAKE OTHER IMPROVEMENTS ON THE
PROPERTIES OWNED OR LEASED BY THE PARTNERSHIP;
(III)
TO AUTHORIZE, ISSUE, SELL, REDEEM OR OTHERWISE PURCHASE ANY
PARTNERSHIP INTERESTS OR ANY SECURITIES (INCLUDING SECURED AND UNSECURED DEBT
OBLIGATIONS OF THE PARTNERSHIP, DEBT OBLIGATIONS OF THE PARTNERSHIP CONVERTIBLE
INTO ANY CLASS OR SERIES OF PARTNERSHIP INTERESTS, OR OPTIONS, RIGHTS, WARRANTS
OR APPRECIATION RIGHTS RELATING TO ANY PARTNERSHIP INTERESTS) OF THE
PARTNERSHIP;
(IV)
TO BORROW OR LEND MONEY FOR THE PARTNERSHIP, ISSUE OR RECEIVE
EVIDENCES OF INDEBTEDNESS IN CONNECTION THEREWITH,