(A)
LIQUIDATING TRUSTEE.
UPON THE DISSOLUTION OF THE PARTNERSHIP, SUCH
PARTY AS IS DESIGNATED BY THE GENERAL PARTNER WILL ACT AS LIQUIDATING TRUSTEE OF
THE PARTNERSHIP (THE "LIQUIDATING TRUSTEE") AND PROCEED TO WIND UP THE BUSINESS
AND AFFAIRS OF THE PARTNERSHIP IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT
AND APPLICABLE LAW.
THE LIQUIDATING TRUSTEE WILL USE ITS REASONABLE BEST
EFFORTS TO SELL ALL PARTNERSHIP ASSETS (EXCEPT CASH) IN THE EXERCISE OF ITS BEST
JUDGMENT UNDER THE CIRCUMSTANCES THEN PRESENTED, THAT IT DEEMS IN THE BEST
INTEREST OF THE PARTNERS.
THE LIQUIDATING TRUSTEE WILL ATTEMPT TO CONVERT ALL
ASSETS OF THE PARTNERSHIP TO CASH SO LONG AS IT CAN DO SO CONSISTENTLY WITH
PRUDENT BUSINESS PRACTICE.
THE PARTNERS AND THEIR RESPECTIVE DESIGNEES WILL
HAVE THE RIGHT TO PURCHASE ANY PARTNERSHIP PROPERTY TO BE SOLD ON LIQUIDATION,
PROVIDED THAT THE TERMS ON WHICH SUCH SALE IS MADE ARE NO LESS FAVORABLE THAN
WOULD OTHERWISE BE AVAILABLE FROM THIRD PARTIES.
THE GAINS AND LOSSES FROM THE
SALE OF THE PARTNERSHIP
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ASSETS, TOGETHER WITH ALL OTHER REVENUE, INCOME, GAIN, DEDUCTION, EXPENSE, LOSS
AND CREDIT DURING THE PERIOD, WILL BE ALLOCATED IN ACCORDANCE WITH ARTICLE V.
A
REASONABLE AMOUNT OF TIME SHALL BE ALLOWED FOR THE PERIOD OF WINDING UP IN LIGHT
OF PREVAILING MARKET CONDITIONS AND SO AS TO AVOID UNDUE LOSS IN CONNECTION WITH
ANY SALE OF PARTNERSHIP ASSETS.
THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND
EFFECT DURING THE PERIOD OF WINDING UP.
IN ADDITION, UPON REQUEST OF THE
GENERAL PARTNER AND IF THE LIQUIDATING TRUSTEE DETERMINES THAT IT WOULD BE
IMPRUDENT TO DISPOSE OF ANY NON-CASH ASSETS OF THE PARTNERSHIP, SUCH ASSETS MAY
BE DISTRIBUTED IN KIND TO THE PARTNERS IN LIEU OF CASH, PROPORTIONATELY TO THEIR
RIGHT TO RECEIVE CASH DISTRIBUTIONS HEREUNDER.
(B)
ACCOUNTING.
THE LIQUIDATING TRUSTEE WILL THEN CAUSE PROPER
ACCOUNTING TO BE MADE OF THE CAPITAL ACCOUNT OF EACH PARTNER, INCLUDING
RECOGNITION OF ANY UNREALIZED GAIN OR LOSS ON ANY ASSET TO BE DISTRIBUTED IN
KIND AS IF SUCH ASSET HAD BEEN SOLD FOR CONSIDERATION EQUAL TO THE FAIR MARKET
VALUE OF THE ASSET AT THE TIME OF THE DISTRIBUTION.
(C)
LIQUIDATING DISTRIBUTIONS.
IN SETTLING ACCOUNTS AFTER DISSOLUTION
OF THE PARTNERSHIP, THE ASSETS OF THE PARTNERSHIP SHALL BE PAID TO CREDITORS OF
THE PARTNERSHIP AND DISTRIBUTED TO THE PARTNERS IN THE FOLLOWING ORDER:
(I)
TO CREDITORS OF THE PARTNERSHIP (INCLUDING
PARTNERS) IN THE ORDER OF PRIORITY AS PROVIDED BY LAW WHETHER BY PAYMENT OR THE
MAKING OF REASONABLE PROVISION FOR PAYMENT THEREOF, AND IN CONNECTION THEREWITH
THERE SHALL BE WITHHELD SUCH REASONABLE RESERVES FOR CONTINGENT, CONDITIONED OR
UNCONDITIONED LIABILITIES AS THE LIQUIDATING TRUSTEE IN ITS REASONABLE
DISCRETION DEEMS ADEQUATE, SUCH RESERVES (OR BALANCES THEREOF) TO BE HELD AND
DISTRIBUTED IN SUCH MANNER AND AT SUCH TIMES AS THE LIQUIDATING TRUSTEE, IN ITS
DISCRETION, DEEMS REASONABLY ADVISABLE; PROVIDED, HOWEVER, THAT SUCH AMOUNTS BE
MAINTAINED IN A SEPARATE BANK ACCOUNT AND THAT ANY AMOUNTS IN SUCH BANK ACCOUNT
REMAINING AFTER THREE YEARS BE DISTRIBUTED TO THE PARTNERS