THE CURATIVE AND REMEDIAL ALLOCATIONS CONTAINED IN THIS
SECTION 5.2, PARTICULARLY ALLOCATIONS UNDER CODE SECTION 704(C) AND CODE SECTION
734(B) OR CODE SECTION 743(B).
(F)
WHOLLY-OWNED LIMITED LIABILITY COMPANIES. UPON THE EFFECTIVE DATE
AND IN THE FUTURE, THE PARTNERSHIP MAY OWN WHOLLY OWNED LIMITED LIABILITY
COMPANIES ("LLCS") TO HOLD CERTAIN ASSETS ON BEHALF OF THE PARTNERSHIP.
THE
PARTNERS RECOGNIZE THAT UNDER REGULATIONS SECTION 301.7701-2(C)(2)(I), ANY SUCH
LLC WILL BE DISREGARDED AS AN ENTITY SEPARATE FROM THE PARTNERSHIP AND AGREE
THAT THE TAX PROVISIONS SET FORTH IN THIS ARTICLE 5 WILL APPLY TO ANY SUCH LLCS
THAT MAY BE FORMED.
TO THE EXTENT ANY PARTNERSHIP ASSETS ARE CONTRIBUTED TO A
WHOLLY-OWNED LLC, SUCH ASSETS WILL CONTINUE TO BE CLASSIFIED AND TREATED FOR TAX
PURPOSES AS THOUGH THEY CONTINUED TO BE OWNED BY THE PARTNERSHIP.
SECTION 5.3.
REGULAR DISTRIBUTIONS
(A)
REGULAR DISTRIBUTIONS.
SUBJECT TO THE PROVISIONS OF SECTION 8.2,
THE PARTNERSHIP WILL DISTRIBUTE WITHIN 20 DAYS FOLLOWING THE END OF EACH MONTH,
ITS AVAILABLE CASH TO THE PARTNERS WHO WERE HOLDERS OF RECORD AS OF THE RECORD
DATE FOR SUCH DISTRIBUTION IN ACCORDANCE WITH THEIR RESPECTIVE SHARING RATIOS
DETERMINED AT THE TIME OF SUCH DISTRIBUTION.
(B)
AVAILABLE CASH.
"AVAILABLE CASH" MEANS THE UNRESTRICTED CASH AND
CASH EQUIVALENTS OF THE PARTNERSHIP NET OF SUCH SUM OR SUMS AS THE MANAGEMENT
COMMITTEE FROM TIME TO TIME DETERMINES PROPER AS A CASH RESERVE OR RESERVES TO
MEET WORKING CAPITAL, OTHER OBLIGATIONS AND CONTINGENCIES, FOR REPAIRING OR
MAINTAINING ANY PROPERTY OF THE PARTNERSHIP, OR FOR SUCH OTHER PURPOSE AS THE
MANAGEMENT COMMITTEE DETERMINES TO BE APPROPRIATE; AND THE MANAGEMENT COMMITTEE
MAY MODIFY OR ABOLISH ANY SUCH CASH RESERVE IN THE MANNER IN WHICH IT WAS
CREATED.
(C)
DISTRIBUTION OF CAPITAL CONTRIBUTIONS.
DISTRIBUTIONS UNDER THIS
SECTION 5.3 ARE INTENDED TO CONSTITUTE OPERATING CASH FLOW DISTRIBUTIONS
PURSUANT TO REGULATIONS SECTION 1.707-4(B) OR OTHERWISE NOT CONSTITUTE AMOUNTS
WHICH WOULD GIVE RISE TO A DISGUISED SALE WITHIN THE MEANING OF THE CODE.
THE
MANAGEMENT COMMITTEE WILL SPECIFICALLY IDENTIFY AND NOTIFY THE PARTNERS OF ANY
DISTRIBUTIONS WHICH DO NOT QUALIFY FOR ONE OR MORE EXCEPTIONS TO THE DISGUISED
SALE RULES OF THE CODE.
IT IS THE INTENTION OF THE PARTNERS AND THE PARTNERSHIP
TO UTILIZE
30
ALL CAPITAL CONTRIBUTIONS FUNDED PURSUANT TO SCHEDULE 3.2 TO CONSTRUCT, IMPROVE
AND ACQUIRE PROPERTY AND ASSETS OF THE PARTNERSHIP.
ARTICLE 6
TRANSFERABILITY OF PARTNER'S PARTNERSHIP INTEREST AND OTHER RESTRICTIONS
SECTION 6.1.
TRANSFERS TO AFFILIATES
(A)
SUBJECT TO SECTION 6.1(B), A PARTNER MAY, AT ANY TIME UPON WRITTEN
NOTICE TO THE PARTNERSHIP AND ALL OTHER PARTNERS, DISPOSE OF ALL OR ANY PART OF
ITS PARTNERSHIP INTEREST TO ANY AFFILIATE OR AFFILIATES.
AFTER COMPLYING WITH
THE REQUIREMENTS OF SECTION 6.4 AND SUBJECT TO THE RESTRICTIONS IN SECTION 6.5,
ANY AFFILIATE TRANSFEREE SHALL AUTOMATICALLY BECOME A SUBSTITUTED PARTNER IN
ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT WITHOUT ANY REQUIREMENT OF AN
AFFIRMATIVE VOTE BY THE OTHER PARTNERS.
IN ADDITION TO THE REQUIREMENTS SET
FORTH IN SECTION 6.4, A DISPOSITION TO AN AFFILIATE SHALL BE FURTHER CONDITIONED
UPON