CASE OF A
DISTRIBUTION PURSUANT TO SECTION 10.08(B) HEREOF, PURSUANT TO SECTIONS 3.07 AND
10.08(B) HEREOF, AND (Y) IN THE CASE OF A DISTRIBUTION PURSUANT TO SECTION 12.02
HEREOF, PURSUANT TO SECTIONS 3.07 AND 12.02 HEREOF.
(E)
PURCHASE OPTION REPORTS. THE GENERAL
PARTNER SHALL CAUSE TO BE PREPARED AND ALL PARTNERS FURNISHED WITH A STATEMENT
OF THE PARTNERS' CAPITAL ACCOUNTS AND A MARK-TO-MARKET BALANCE SHEET (I) IN THE
CASE OF THE EXERCISE OF THE PURCHASE OPTION AFTER DELIVERY OF A LIQUIDATION
NOTICE AS A RESULT OF THE OCCURRENCE OF THE NOTICE EVENT DESCRIBED IN
SECTION 14.01(A) HEREOF, ON JUNE 30, 2006, SETTING FORTH THE MARK-TO-MARKET
VALUES OF THE PERMITTED ASSETS AS OF SUCH DATE, AND (II) IN ALL OTHER CASES, NOT
LATER THAN THE SIXTIETH (60TH) DAY AFTER THE ELECTION DATE, AND SETTING FORTH
THE MARK-TO-MARKET VALUES OF THE PERMITTED ASSETS AS OF THE DATE OF DELIVERY OF
SUCH MARK-TO-MARKET BALANCE SHEET (THE DATE OF DELIVERY OF THE MARK-TO-MARKET
BALANCE SHEET PURSUANT TO CLAUSE (I) OR (II), THE "PURCHASE DATE").
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For purposes of this Section 8.02(e), the Partners' Capital Accounts shall be
determined in accordance with Section 3.07 hereof as of the Purchase Date taking
into account (x) the adjustments to the Gross Asset Values of the Partnership's
Property that would result from a determination of the value of the
Partnership's Property in accordance with Section 10.08(b)(i) hereof as of the
Purchase Date, and (y) the allocation to the Partners' Capital Accounts that
would result from an allocation pursuant to Article III of the Profits, Losses
and other items of Partnership income, gain, loss or deduction for the period
beginning on the first day of the Allocation Year during which the Purchase Date
occurs and ending on the Purchase Date.
SECTION 8.03.
TAX MATTERS.
(A)
(I)
THE GENERAL PARTNER IS AUTHORIZED TO
MAKE ANY AND ALL ELECTIONS FOR FEDERAL, STATE, AND LOCAL TAX PURPOSES INCLUDING,
WITHOUT LIMITATION, ANY ELECTION, IF PERMITTED BY APPLICABLE LAW: (A) TO ADJUST
THE BASIS OF THE PARTNERSHIP'S PROPERTY PURSUANT TO CODE SECTIONS 754, 734(B)
AND 743(B), OR COMPARABLE PROVISIONS OF STATE OR LOCAL LAW, IN CONNECTION WITH
TRANSFERS OF PARTNERSHIP INTERESTS AND PARTNERSHIP DISTRIBUTIONS; (B) TO EXTEND
THE STATUTE OF LIMITATIONS FOR ASSESSMENT OF TAX DEFICIENCIES AGAINST THE
PARTNERS WITH RESPECT TO ADJUSTMENTS TO THE PARTNERSHIP'S FEDERAL, STATE, OR
LOCAL TAX RETURNS; AND (C) TO THE EXTENT PROVIDED IN CODE SECTIONS 6221 THROUGH
6231, TO REPRESENT THE PARTNERSHIP AND THE PARTNERS BEFORE TAXING AUTHORITIES OR
COURTS OF COMPETENT JURISDICTION IN TAX MATTERS AFFECTING THE PARTNERSHIP OR THE
PARTNERS IN THEIR CAPACITIES AS PARTNERS, AND TO FILE ANY TAX RETURNS AND
EXECUTE ANY AGREEMENTS OR OTHER DOCUMENTS RELATING TO OR AFFECTING SUCH TAX
MATTERS, INCLUDING AGREEMENTS OR OTHER DOCUMENTS THAT BIND THE PARTNERS WITH
RESPECT TO SUCH TAX MATTERS OR OTHERWISE AFFECT THE RIGHTS OF THE PARTNERSHIP
AND THE PARTNERS.
THE GENERAL PARTNER IS SPECIFICALLY AUTHORIZED TO ACT AS THE
"TAX MATTERS PARTNER" UNDER THE CODE AND IN ANY SIMILAR CAPACITY UNDER STATE OR