OR THEIR SUCCESSORS
AND ASSIGNS AS IF SUCH AMOUNT HAD BEEN AVAILABLE FOR DISTRIBUTION UNDER SECTION
8.3(C)(II); AND THEN
(II)
(A)
FIRST, AN AMOUNT EQUAL TO PARTNERSHIP
CAPITAL, 1% TO THE GENERAL PARTNER AND 99% TO THE CLASS A PARTNERS PRO RATA
BASED ON THE NUMBER OF CLASS A UNITS HELD; AND
(B)
Second, any remaining amounts, 1% to the General Partner and 99% to the
Class A Partners and the Class B Partners, pro rata, based on the number of
Class A Units, Earned Units and/or Vested Units held.
(III)
ANY DISTRIBUTION TO THE PARTNERS IN LIQUIDATION OF
THE PARTNERSHIP SHALL BE MADE BY THE LATER OF THE END OF THE TAXABLE YEAR IN
WHICH THE LIQUIDATION OCCURS OR 90 DAYS AFTER THE DATE OF SUCH LIQUIDATION.
FOR
PURPOSES OF THE PRECEDING SENTENCE, THE TERM "LIQUIDATION" SHALL HAVE THE SAME
MEANING AS SET FORTH IN REGULATION SECTION 1.704-2(B)(2)(II) AS IN EFFECT AT
SUCH TIME AND LIQUIDATING DISTRIBUTIONS SHALL BE FURTHER DEEMED TO BE MADE
PURSUANT TO THIS AGREEMENT UPON THE EVENT OF A LIQUIDATION AS DEFINED IN SUCH
REGULATION FOR WHICH NO ACTUAL LIQUIDATION OCCURS WITH A DEEMED RECONTRIBUTION
BY THE
24
PARTNERS OF SUCH DEEMED LIQUIDATING DISTRIBUTIONS TO THE CONTINUING PARTNERSHIP
PURSUANT TO THIS AGREEMENT.
(D)
PROFITS AND LOSSES ARISING FROM THE DISSOLUTION AND TERMINATION OF
THE PARTNERSHIP SHALL BE ALLOCATED AMONG THE PARTNERS SO THAT AFTER SUCH
ALLOCATIONS AND THE OTHER ALLOCATIONS UNDER THIS AGREEMENT, TO THE MAXIMUM
EXTENT POSSIBLE, THE FINAL CAPITAL ACCOUNT BALANCES OF THE MEMBER ARE AT LEVELS
WHICH WOULD PERMIT LIQUIDATING DISTRIBUTIONS, IF MADE IN ACCORDANCE WITH SUCH
FINAL CAPITAL ACCOUNT BALANCES, TO BE EQUAL TO THE DISTRIBUTIONS TO BE MADE
UNDER SECTION 8.3(C)(II).
(E)
NO THIRD PARTY BENEFIT.
THE PROVISIONS OF THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, THIS SECTION 8.3, ARE INTENDED SOLELY TO BENEFIT
THE PARTNERS AND, TO THE FULLEST EXTENT PERMITTED BY LAW, SHALL NOT BE CONSTRUED
AS CONFERRING ANY BENEFIT UPON ANY CREDITOR OF THE PARTNERSHIP, AND NO SUCH
CREDITOR OF THE PARTNERSHIP SHALL BE A THIRD-PARTY BENEFICIARY OF THIS
AGREEMENT, AND NO PARTNER SHALL HAVE ANY DUTY OR OBLIGATION TO ANY CREDITOR OF
THE PARTNERSHIP TO ISSUE ANY CALL FOR CAPITAL PURSUANT TO THIS AGREEMENT.
8.4
TERMINATION OF THE PARTNERSHIP
The Partnership shall terminate when all assets of the Partnership, after
payment or due provision for all debts, liabilities and obligations of the
Partnership, shall have been distributed to the Partners in the manner provided
for in this Article VIII, and the Certificate shall have been canceled in the
manner required by the Act.
8.5
NO ACTION FOR DISSOLUTION
THE LIMITED PARTNERS ACKNOWLEDGE THAT IRREPARABLE DAMAGE WOULD BE DONE TO THE
GOODWILL AND REPUTATION OF THE PARTNERSHIP IF ANY LIMITED PARTNER SHOULD BRING
AN ACTION IN COURT TO DISSOLVE THE PARTNERSHIP UNDER CIRCUMSTANCES WHERE
DISSOLUTION IS NOT REQUIRED BY SECTION 8.1.
ACCORDINGLY, EXCEPT WHERE THE
GENERAL PARTNER HAS FAILED TO CAUSE THE LIQUIDATION OF THE PARTNERSHIP AS
REQUIRED BY SECTION 8.1 AND EXCEPT AS SPECIFICALLY PROVIDED IN SECTION