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LIMITED PARTNERSHIP AGREEMENT
This Agreement of Limited Partnership of the _____________Limited Partnership, a
______________________ limited partnership, is entered into on ____________, between
___________________________, a _______________________corporation, as General Partner,
and the persons executing the attached signature pages as Limited Partners.
Name. The name of the Partnership is "____________ Limited Partnership," duly
organized as a limited partnership under the laws of the State of California by the filing of a
Certificate of Limited Partnership admitted to record in the office of the California Secretary of
State on _______________________.
Other Names. Partnership business shall be conducted under such names as the
General Partner may from time to time deem necessary or advisable, provided that the
appropriate amendments to this Agreement and/or necessary filings under applicable assumed or
fictitious name statutes are first obtained.
Accounting and Records Office. The Partnership office where records required to
be kept by the provisions of the California Corporations Code is _______________________.
The Partnership business office shall be at the same address, or at such other place as the General
Partner may, from time to time, designate by notice to the Limited Partners.
Additional Offices. The Partnership may have such additional offices as the
General Partner may, from time to time, deem necessary or advisable.
PURPOSE AND BUSINESS OF THE PARTNERSHIP
The purpose and business of the Partnership shall be to acquire, hold for
investment, mortgage, manage, operate, lease (whether as lessor or lessee), refinance, build,
develop, restore, provide through easements and otherwise for continuing preservation, and sell
properties of historic significance in _______________________, and throughout the United
States; to engage in any and all activities incidental or related to the above including, but not
limited to the opening, maintaining and closing of banking accounts at financial institutions
selected by the General Partner in the Partnership name, the borrowing of money in the
Partnership name and the pledging of Partnership assets for those transactions; and in all respects
to act as an owner and operator of real and personal property, upon and subject to the terms and
conditions of this Agreement.
TERM OF THE PARTNERSHIP
The Partnership was formed pursuant to the California Uniform Limited Partnership Act
of 2008 on _______________________, and its term shall terminate no later than February 1,
2095, unless extended by unanimous approval of all Partners, at which time the Partnership is to
be dissolved and its affairs wound up, unless sooner terminated as provided in this Agreement.
Certain terms employed in this Agreement shall have the following meanings:
"Act" shall mean the California Uniform Limited Partnership Act of 2008, as set
forth in the California Corporations as amended.
"Adjusted Capital Contributions" shall mean all cash contributions made by a
Limited Partner or his or her successor in interest on or by a particular date minus all Cash from
Capital Transactions allocated and distributed to that Limited Partner or his or her predecessor in
interest on or by that date.
"Affiliate" of a person shall mean (i) any officer, director, trustee, general partner,
employee or holder of ten percent or more of any class of the voting securities of or equal
interest in that person; (ii) any corporation, partnership, trust or other entity controlling,
controlled by or under common control with that person; (iii) any officer director, trustee, general
partner, employee or holder of ten percent or more of the outstanding voting securities of any
corporation, partnership, trust or other entity controlling, controlled by or under common control
with that person; and (iv) any relative or spouse of any natural person included in (i) or (iii)
above, any one of whom has the same home as that natural person.
"Agreement" shall mean this Agreement of Limited Partnership and the
Certificate of Limited Partnership filed in the office of the Secretary of State on
_______________________as either may be amended from time to time.
"Agreement of Purchase" shall mean any agreement between the General Partner
and seller entered into on behalf of this Partnership for purchase of real estate or financial
"Assignee" shall mean any person who acquires a beneficial interest in a Unit but
who is not a Substitute Limited Partner.
"Assets" shall mean the tangible and intangible personal and real property of the
Partnership, including, but not limited to, the Property, and all other assets, capital or otherwise
which are used for the production of income.
"Capital Account" shall mean an individual account to be maintained for each of
the Partners in accordance with the following: (A) the account shall be increased by (i) the
amount of any money contributed by that Partner to the Partnership, (ii) the fair market value of
any property (net of liabilities to which that property is subject or which are assumed by the
Partnership in connection with the contribution of that property) contributed by that Partner to
the Partnership, (iii) that Partner's share of Income of the Partnership, (iv) that Partner's share
(determined in the same manner as that Partner's share of Income allocated pursuant to Section
(iii) that Partner's share of Losses. 5 .704-1(b) with respect to the maintenance of Capital Accounts in order that the Partnership's allocations will have substantial economic effect within the meaning of the Regulations. and (v) any other items that require an increase to the Capital Account under Treasury Regulations §1. and (v) any other items that require the Capital Account to be decreased pursuant to Treasury Regulations §1.1 of this Agreement) of income exempt from federal income tax.704-1(b)(2)(iv). (B) the account shall be decreased by (i) Cash Distributions to that Partner.704-1(b)(2)(iv). and the above definition of Capital Account and this Agreement shall be interpreted accordingly. and (C) the account otherwise shall be adjusted to comply with Treasury Regulations §1. and (iv) that Partner's pro rata share (determined in the same manner as that Partner's share of Losses allocated pursuant to Section 11. It is the intent of this Agreement to comply with the rules set forth at Treasury Regulations §1. By way of example and not of limitation of the adjustments to be made to the Capital Accounts in accordance with Treasury Regulations §1.704-1(b)(2)(iv). the following items shall be allocated and reflected as adjustments in the Capital Accounts: (i) All adjustments required by IRC §704(c) shall be made in the Partners' Capital Accounts. (ii) the fair market value of any property (net of liabilities to which that property is subject or which are assumed by that Partner in connection with the distribution of that property) distributed to that Partner.704-1(b)(2)(iv).704(1)(b)(2) (iv).11.1 of this Agreement) of any expenditures of the Partnership set forth in IRC §705(a)(2)(B) or treated as Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations §1.
and any reduction in the adjusted tax basis of any "Section 38" property of the Partnership under IRC §§ 48(q)(1) or 48(q) (3) shall be allocated among the Partners in the same proportion as the adjusted tax basis or cost of the property is allocated pursuant to Treasury Regulations §1.48-6 and shall be reflected as an increase in their Capital Accounts.709-1 shall be allocated to the Limited Partners in proportion to the number of Units owned by each at the time those expenses are incurred and shall be reflected as a decrease in their Capital Accounts.1. in the same proportions provided for in Section 11. (iii) All expenditures classified as organization expenses pursuant to Treasury Regulations §1.48-8(a) and shall be reflected as a decrease in their Capital Accounts. and (iv) Any other items not otherwise allocated under this Agreement shall be allocated among the Partners as may be required by the Regulations or.704-1(b). 6 .48-3(f). and no amendment of this Agreement or approval of any Partner shall be required in that connection. if not dealt with in the Regulations. or 1.(ii) Any increase in the adjusted tax basis of any "Section 38" property of the Partnership under IRC §48(q)(2) shall be allocated among the Partners in the same proportion as the investment tax credit from that property is recaptured by the Partners under Treasury Regulations §1. The General Partner is authorized to maintain the Capital Accounts of the Partners in a manner that differs from this Agreement to the extent advised to do so by the Partnership's accountants or legal counsel and only to the extent necessary to comply with Treasury Regulations §1.
the receipt of any insurance proceeds (other than rent insurance) with respect to that Property to the extent not expended. a condemnation of all or any part of that Property. in his (or her) sole and absolute discretion.10. and any other transaction with respect to that Property reasonably regarded as a Capital Transaction by the General Partner based upon the advice of the Partnership's accountants. there will be subtracted: (1) all operating expenses (excluding any expenses 7 . 5. Cash from Financings shall be treated as a Capital Transaction. "Capital Contribution" shall mean the amount of capital actually paid into the Partnership from time to time by a Limited Partner or General Partner for the purchase of a Unit or the amount set forth in Section 6. deems reasonably necessary to be retained for the conduct of Partnership business. "Cash Available for Distribution" shall mean the gross amount of cash proceeds from Partnership operations (cash proceeds from sources other than Capital Transactions) actually received during a fiscal year or other period for which the determination is being made plus the amount of any reserves set aside during prior periods pursuant to this Section and determined in the sole discretion of the General Partner to be no longer necessary as reserves.1 for a General Partner and Section 6. as defined in Section 5.10.12. all costs and expenses incurred by the Partnership in connection with any Partnership loan and after the deduction or retention of such sums as the General Partner.11. "Capital Transaction" shall mean a sale of Partnership Property. a refinancing of any mortgage or deed of trust indebtedness secured by that Property.2 for a Limited Partner. 5.9. 5.5. From this amount. "Cash from Financings" shall mean the amount or portion of the cash received by or remaining to the Partnership after the payment of or the provision for the payment of obligations currently due.
Inc. and (3) all amounts established in the discretion of the General Partner as reserves for working capital. "General Partner" shall mean _______________________. (2) all cash payments actually made in payment of indebtedness of the Partnership. and any successor or additional General Partner as may be appointed pursuant to Article 17 of this Agreement.previously reserved against under this Agreement to the extent those expenses are paid out of that reserve) of the Property and the Partnership actually paid in cash to date.13. 5. a _______________________corporation. 5.14. as amended from time to time. and proceeds of policies of insurance received by the Partnership in and for that year or period for or as a result of an interruption or cessation of its business.. 5.15. or successor tax law. and fees and other payments made to the General Partner and Affiliates of the General Partner under Section 19 of this Agreement) from all sources. including any Management Fee. capital improvements and replacements and other contingencies. interest or other payments (other than payments of that indebtedness in connection with a Capital Transaction). whether in the form of principal. 5. "Gross Income" shall mean the aggregate amounts received by the Partnership from the operation and conduct of its business in or for any year or other period and shall include gross rents from the rental of Partnership assets and any other receipts of whatever nature. "Code" shall mean the United States Internal Revenue Code of 1986. including Distributions of Cash Available for Distribution from the operation of the Property and of net proceeds from Capital Transactions. Gross Income shall not include: (a) cash 8 .16. "Cash Distributions" shall mean cash distributed to the Partners (excluding the repayment of loans made to or funds advanced on behalf of the Partnership by the Partners.
(iv) net losses from capital transactions. and to any person admitted as an additional or substitute Limited Partner pursuant to Article 16 below. (b) Cash from Financings. (iii) deductions for the depreciation or amortization of the costs of capital assets of the Partnership. collectively. "Net Gains" or "Net Losses" shall mean the income or losses of the Partnership in or for any year or other period remaining or resulting after the payment or provision for the payment or the deduction from gross income of all expenses incurred by the Partnership in connection with the operation and conduct of its business.19. "Net Gains and Net Losses from Capital Transactions" shall mean the gains and losses realized by the Partnership as a result of or upon any sale.17. "Majority in Interest of the Partners" shall mean at any time the Limited and General Partners who have more than 50 percent of the Units of the Partnership. exchange. 5. (d) deposits received from tenants and held by the Partnership. or (e) payments received from partners and held by the Partnership. or (v) the payment or accumulation of funds into or as reserves held or to be held in accordance with the provisions of Article 20 of this Agreement. but before making any allowance for or deduction of: (i) amortization or payment of the principal amount of any indebtedness of the Partnership. (c) net gains from Capital Transactions. 9 . 5. 5.from Capital Transactions.18. 5. to the Original Limited Partner. "Limited Partners" refers. (ii) expenditures for acquisition of capital assets of the Partnership. condemnation or other disposition of capital assets of the Partnership or as a result of or upon the damage or destruction of the capital assets.20.
"Original Limited Partner" refers to _____________. 5. 5.21. 5.26. 10 . privileges and liabilities of the assignor Limited Partner to the extent of the Partnership Units assigned. "Substitute Limited Partner" shall mean an assignee of the Partnership interest of a Limited Partner who has been admitted to the Partnership and granted all the rights of a Limited Partner in place of his or her assignor pursuant to this Agreement. "Regulations" shall mean any regulations issued by the U. Additional Limited Partners shall be admitted to the Partnership as they contribute capital to the Partnership or succeed to the interests of the Original Limited Partner.23. unless the context otherwise requires a distinction to be made between them. upon his or her admission as such. to the General Partner and Limited Partners.S. collectively.25. However no person or entity who has obtained any order of a Court of competent jurisdiction that purports to charge or otherwise seize the interest of any Limited Partner shall be considered a Substitute Limited Partner under this Agreement.22.5. Treasury Department under the Code. "Partners" refers.27. "Pro Rata Basis" shall mean an allocation or distribution in proportion to the respective adjusted Capital Accounts of the class of Partners referred to.24. 5. shall replace and succeed to the rights. 5. 5. "Partnership Property" or "Property" shall refer to any real or personal property or business acquired by the Partnership. "Partnership" shall mean "___________ Limited Partnership" subject to this Agreement. A Substitute Limited Partner.
and the number of Units (including portions of Units) of the Partnership held by each Partner shall be determined as of the first day of the tax year of the Partnership. During 2005 and each subsequent year of this Partnership. For purposes of the determination of the total number of Units of the Partnership. 2. the term "Unit" shall not be synonymous with the term "Partnership interest. shall be subject to the rights and authority of the General Partner and Limited Partners and to the conditions and restrictions contained elsewhere in this Agreement. shall mean a Partnership interest of a Partner having a fixed value equal to $11. "Unit" or "Unit of the Partnership" except as otherwise defined below. or encumbrance of Units or portions of Units. sale.5.000. whether expressed as "fractional Units" (for example." since.33 Units). The total number of Units determined to be outstanding as of the end of each taxable year of the Partnership shall be calculated in reliance upon the opinion of value of the Partnership's accountant or based upon an independent appraisal of the Net Value of the Partnership and each Partner's interest in the Partnership. the 11 . the total number of $11. 2 and 1/3 Units) or as "percentage Units" (for example. valuation of the Partnership capital and determination of the Net Value of the Partnership may be based upon the opinion of the accountant of the Partner ship.28.000 Units of the Partnership held by all of the Partners shall be automatically increased (or decreased) proportionately in accordance with the percentage increase (or decrease) in the Net Value of the Partnership. To the extent that the aggregate net fair market value of Partnership capital (the "Net Value of the Partnership") increases (or decreases) during any taxable year of the Partnership. As used throughout this Agreement.000. as used throughout this Agreement. assignment. Issuance. transfer. gift. a Unit shall have a fixed value equal to $11. The total number of Units (including portions of Units) of the Partnership held by all of the Partners.
A Partner's Partnership interest may be expressed either as a fraction or percentage of the Net Value of the Partnership.000 Units (including fractional portions of Units) held by the Partner into the total number of $11. "Unrepaid Capital Contributions" means the initial Capital Contribution of a Partner. while the term "Partnership interest" refers to the percentage that a Partner's interest in Partnership capital bears to the Net Fair Market Value of the Partnership. ARTICLE 6 CAPITAL CONTRIBUTIONS 6. The General Partner shall make an initial contribution of $____ in cash to the capital of the Partnership. as determined in accordance with IRC §704(b) and corresponding Regulations. a Partner's "Partnership interest" is determined by dividing the number of $11. reduced by any distribution of that Capital Contribution by Cash from a Capital Transaction and increased by any additional Capital Contribution.29. 5. 5.1. 6. It is agreed that the Limited Partners have contributed (or are the successors in interest) to the capital of the Partnership (as adjusted from time to time after the initial capital contributions to the Partnership were made by the initial 12 . Capital Contributions by the General Partner. "Taxable Year of the Partnership" shall mean an annual accounting period ending December 31 of each year during the term of the Partnership. For the purposes of this Agreement.000.30.term "Unit" refers to the portion of a Partnership interest expressed as a fixed value of $11. Capital Contribution of Limited Partners.2.000 Units (including fractional portions of Units) issued by the Partnership.
4. No Interest Paid. The amount so voted to be contributed shall be apportioned among all Partners in accordance with their respective percentage interests in the Partnership. 6. as of the date of formation of this Partnership. Limited Partnership Units. No Additional Contributions Unless Voted. except upon and subject to the terms of the vote of at least a Majority in Interest of the Partners entitled to vote on those additional contributions. the value of one Limited Partnership Unit ("Unit") shall be $_______ and the transfer (by gift or otherwise) of any Unit shall expressly refer to that Unit by the year during which the transfer occurs. 6. No additional capital contributions (whether in cash or property) shall be required to be made by any Limited Partner.3. It is agreed that the estimated Net Fair Market Value of the Partnership was equal to the amount of $__________. All funds or property contributed by a Partner for the purchase of a Unit shall be Partnership property and shall not be treated as the property of the General Partner or Limited Partners. No interest shall be paid on any contribution to the capital of the Partnership. For example.Limited Partners) the amount set forth opposite his or her name on the Limited Partners' Signature Page attached to this Agreement. 13 . With respect to 2__0__ and each Taxable Year of the Partnership after 20____.5. Units shall be paid for in cash or by check or other negotiable instrument acceptable to the General Partner. a transfer or gift of one Unit in 2015 shall be described as a gift of one "2015 Unit". 6.
6.4 of this Agreement permits the Partnership to offer new Units for additional capital contributions only after approval by the vote of a Majority in Interest of the Partners in favor of those additional capital contributions.6. except to the extent that any such representation. The Limited Partners shall have the right of first refusal to subscribe for any 14 . Procedure for Additional Capital Contributions. Capital Accounts. The percentage interest of a Partner for purposes of voting. warranties. Percentage Interest.1. are and shall be true and correct. warranty. and covenants of the General Partner. Capital Accounts shall be maintained for the Partners in accordance with Section 5. or covenant expressly pertains to an earlier date. or receive any distribution of interest on his or her Capital Contribution. ARTICLE 7 CONDITIONS OF CAPITAL CONTRIBUTIONS OF THE LIMITED PARTNERS The Limited Partners' obligation to make Capital Contributions is subject to the condition that the representations. consenting and taking any action authorized or required under this Agreement shall be pro rata in accordance with the number of Units (or fractional portion of Units) held by that Partner. No Partner shall be entitled to withdraw any part of his or her Capital Account. Section 6. or have been and will have been complied with.6. except as set forth in this Agreement. in all material respects on the Effective Date of this Agreement.8. as set forth in Article 9 below. ARTICLE 8 ADDITIONAL CAPITAL CONTRIBUTIONS BY LIMITED PARTNERS 8.7.
losses. Alternatively. This will have the effect of increasing the percentage share of a Limited Partner who made such a contribution and decreasing the percentage share of a Limited Partner who did not make such a contribution in the profits. the Limited Partner will retain full voting 15 . the General Partner may make a loan to the Partnership in an amount equal to the uncontributed portion of the proposed additional capital contributions. there shall be an adjustment of the pro rata share of all Limited Partners to reflect all contributions made to that date.2. the Capital Account of each Limited Partner shall be adjusted in the manner set forth in Section 5. including the right to offer new Units to any person or entity not already admitted to the Partnership as a Limited Partner. Dilution Due to Not Making Additional Contributions. gains.8. which loan is to bear interest at the prevailing commercial loan rates in effect in the commercial lending market for similar loans as if the loan by the General Partner were made by a lending entity not affiliated with the Partnership. then the General Partner shall have the right to complete the offering of new Units for the uncontributed portion of the proposed additional capital contributions. This shall be accomplished by the issuance of additional Units to the persons making the additional contributions. In addition. and cash distributions to be received by the Limited Partners from the Partnership. 8. If the Limited Partners collectively do not contribute the aggregate amount of the additional capital contributions. In the event a Limited Partner does not make a contribution agreed upon by vote of a Majority in Interest of the Limited Partners. in the order in which the Limited Partners were originally admitted to the Partnership. allocations. In the event of any Partnership expansion occurring as a result of a vote to do so by a Majority in Interest of the Partners.additional Units offered. prior to the offering of any additional Units to persons or entities not already admitted to the Partnership as Limited Partners.
(c) No default exists nor is there any material breach or default adverse to the Partnership under the terms of any material agreement affecting the Partnership business. (d) No material claim. therefore. (b) The Units have been duly authorized or created and validly issued and the Limited Partners shall have no personal liability to contribute any additional capital to the Partnership other than the amounts agreed to be contributed by them in the manner and on the terms set forth in this Agreement. The General Partner represents and warrants to the Limited Partners that: (a) The Partnership has duly filed the Certificate of Limited Partnership with the appropriate authorities in the State of California in the manner provided in the Act. allocations. to the knowledge and belief of the General Partner. subject. administrative body or other authority. Representations of General Partner. ARTICLE 9 REPRESENTATIONS. is threatened against the General Partner in any court. losses. litigation. and cash distributions in the Partnership. legal action or other proceeding is pending or. to such limitations as may be imposed under the Act. and. commission. however. WARRANTIES AND COVENANTS OF THE GENERAL PARTNER 9. governmental investigation. the Partnership is a limited partnership duly organized and validly existing under the Act. gains.rights and his or her then-diluted pro rata share of the profits.1. 16 .
Conditions for Admission of Limited Partners.3. (c) It will cause the Partnership to carry adequate public liability. ARTICLE 10 ADMISSION OF LIMITED PARTNERS 10. Any person may be admitted to the Partnership as a Limited Partner only upon satisfaction of the following conditions: 17 . The General Partner covenants that: (a) It will at all times act in a fiduciary manner with respect to the Partnership. Conditions Satisfied. 9. or the ability of the General Partner to perform any of his (or her or its) obligations contemplated by this Agreement.2. 9.which could materially adversely affect the Partnership. (b) Unless involuntarily terminated. it will serve as General Partner of the Partnership until the Partnership is dissolved and terminated without reconstruction. its Property. and except pursuant to the provisions of Article 18 governing termination of the services of the General Partner. property damage and such other insurance as may be appropriate for the nature of Partnership's assets and business.1. and the Limited Partners. Covenants of General Partner. The General Partner represents that all conditions that are specified in this Article 9 have been satisfied or otherwise assured as of the effective date of this Agreement.
Representations of Limited Partners. and (b) The person admitted as Limited Partner shall have accepted and adopted all of the terms and provisions of this Agreement.2. share of profits.3. except pursuant to the procedure set forth in Article 16 with respect to Substitute Limited Partners and with respect to the necessity for additional capital contributions pursuant to the procedures set forth in Article 8. names and addresses of the Limited Partners on an individual basis for each Limited Partner so as to amend the Certificate of Limited Partners to permit the Limited Partners to be admitted to the Partnership pursuant to the terms and conditions of this Agreement. No additional Limited Partners may be admitted to the Partnership by the General Partner. Each current Limited Partner has specifically authorized. 10. 10. The General Partner will keep on record. and he or she will not attempt to transfer his or her interest or 18 . address. the Partnership Agreement signed by each Partner which states the name. and each future Limited Partner will specifically authorize (through a Special Power of Attorney).(a) The General Partner shall approve the admission of that person on the terms and conditions that are provided by this Agreement. Each Limited Partner warrants and represents to the Partnership that he or she is acquiring Units in the Partnership for his or her own account and not for the benefit of others (other than in a fiduciary capacity) and not with a view toward resale or distribution. at the office of the Partnership. amount of Capital Contribution and share of profits and compensation of each Partner and upon written request will make the Partnership Agreement available without charge to any creditor or Partner of the Partnership. Admission Procedure. the General Partner to execute and file certificates with the required local and state authorities that contain specific information relating to the Capital Contributions.
3. recognizing that the interest of that Limited Partner and those of the rest of the Limited Partners and the General Partner have not been registered under the Securities Act of 1933 (and the Partnership is not obligated to register the interests) and may be transferred only upon compliance with the terms of this Agreement and may not under any circumstances be transferred without an effective registration statement under the Securities Act of 1933 or an opinion of counsel satisfactory to the Partnership that registration is not required under the Securities Act of 1933.5) and Cash Distributions from all sources (other than from a Capital Transaction as set forth in Sections 11.5) shall be distributed 99 percent to the Limited Partners and 1 percent to the General Partner. losses and tax credits shall be allocated 99 percent to the Limited Partners and 1 percent to the General Partner.4 and 11. 19 . ARTICLE 11 ALLOCATIONS AND DISTRIBUTIONS 11. Allocations of Income or Losses and Cash Distributions from Partnership Operations. if there is no taxable income. 11. Losses shall be allocated in the same manner as taxable income.a beneficial portion of it in violation of this Agreement and the Securities Act of 1933 and the rules and regulations promulgated under that Act.4 and 11.1. 11. (a) Income and Losses from all sources (but not including those from Capital Transactions or from Sections 11. however. provided.3. (b) Taxable income of the Partnership shall be allocated to the Partners based upon the percentage that actual cash distributed to a Partner bears to the total cash distributed to all Partners.
if any. the purchase of additional Partnership assets. but those distributions may be made more often at such time or times as the General Partner. (b) All Income from a Capital Transaction shall be allocated among the Partners of record on the date of that Capital Transaction as follows: (i) First.2. in his or her sole discretion. and compliance with lender requirements.(c) Cash from Operations. the accumulation of funds to retire Partnership debts. may determine. Except as may otherwise be directed by a majority in interest of the Limited Partners.1 and all contributions made by the Partners and any Cash Distributions (other than with respect to that Capital Transaction) made to the Partners to date shall be reflected in the Capital Accounts of the Partners. in the sole discretion of the General Partner. 20 . and expansion of Partnership business. all Income or Losses of the Partnership (other than those with respect to that Capital Transaction) to the date of that Capital Transaction shall be allocated to the Capital Accounts of the Partners as provided in Section 11. shall be distributed annually not more than 75 days after the last business day of each year. 100 percent to those Partners with deficit Capital Account balances pro rata until those Capital Account balances have been increased to zero. except to the extent those funds may. 11. the General Partner shall distribute all Partnership funds representing Cash from Operations. be necessary to maintain capital reserves of the Partnership for Partnership purposes. including the promotion. Allocation of Income and Losses from a Capital Transaction. development. (a) Prior to allocating the Income or Losses from a Capital Transaction.
but before taking into account any Cash Distributions with respect to the Capital Transaction) are equal to the amount. (c) Any Losses and Tax Credits resulting from a Capital Transaction shall be allocated among the Partners of record on the date of that Capital Transaction 99 percent to the Limited Partners and 1 percent to the General Partner. (d) If any part of the Income recognized with respect to a Capital Transaction is reportable on an installment basis or other deferred basis. 21 . 99 percent to the Limited Partners and 1 percent to the General Partner until the Capital Accounts of the Limited Partners (after taking into account all prior income. that Income shall be allocated in accordance with this Section 11. and finally. (iii) Third. (iv) Fourth. losses and Cash Distributions.2 as it is deemed to be recognized. 99 percent to the Limited Partners and 1 percent to the General Partner.(ii) Second. 100 percent to the General Partner until the Capital Account balances of the General Partner and the aggregate Capital Account balances of the Limited Partners (after taking into account the above allocations under this Subsection) are in the ratio of 1 for the General Partner to 99 for the Limited Partners. if any. by which each Limited Partner's Unrepaid Capital Contributions exceeds the cumulative Cash Distributions from Capital Transactions received up to that time by such Limited Partners.
including any such fees and expenses payable to the General Partner or their Affiliates. all such deferred proceeds shall be allocated and distributed in accordance with this Section 11. (b) If any proceeds from a Capital Transaction are to be received on a deferred basis by the Partnership. 99 percent to the Limited Partners and 1 percent to the General Partner. and the establishment of any necessary reserves with respect to that Capital Transaction.3 as received.3. whether by reason of the receipt by the Partnership of an installment note as part of those proceeds or otherwise. 99 percent to the Limited Partners and 1 percent to the General Partner until the Limited Partners receive an amount equal to the sum of (A) their Unrepaid Capital Contributions. any fees and other expenses incident to the transaction. The amount distributable with respect to a Capital Transaction shall be the net proceeds of that Capital Transaction after the payment of any indebtedness with respect to the Property. 22 . if any. Cash Distributions from a Capital Transaction. which shall be distributed as provided in Article 23) shall be distributed as follows: (i) First. (a) Cash Distributions from a Capital Transaction (other than net proceeds of a Capital Transaction distributed in liquidation of the Partnership. (ii) Second. to any Partner with a positive capital account until all of that Partner's capital account is zero. and (iii) Thereafter.11. and (B) any Preferred Return due them from the sale or refinancing of the asset causing that Cash Distribution.
Any special allocations of items 23 . Any such Losses which cannot be allocated to Limited Partners shall be allocated to the General Partner. Tax Credits or other Partnership item shall be allocated to a Limited Partner to the extent that allocation would cause or increase a deficit balance in that Limited Partner's Capital Account (in excess of any limited dollar amount of the deficit balance that the Limited Partner is obligated to restore) as of the end of the Partnership taxable year to which that allocation relates. allocations. the adjustments. allocations or distributions described in Treasury Regulations §1.704-1(b)(2)(ii)(d)(4)–(6).704-1(b)(2)(ii)(d)(4)–(6). taking into account in determining that Partner's Capital Account for purposes of determining whether that allocation can be made.11. Offsetting increases to a Partner's Capital Account taken into account under Treasury Regulations §1. no Losses.704-1(b)(2)(ii)(d)(6) shall not include income and gain that is expected to be allocated to that Partner pursuant to the minimum gain charge-back provided for in Section 11. If any such Losses are so allocated to the General Partner.4(d) below. (a) Except for nonrecourse deductions which shall be allocated in accordance with Subsection 11. allocations or distributions described in Treasury Regulations §1.4. or distributions as quickly as possible. items of Partnership Income and Gain shall be specially allocated to those Limited Partners in an amount and manner sufficient to eliminate the deficit balances in their Capital Accounts created by those adjustments. (b) In the event any Limited Partners unexpectedly receive any adjustments.4(d) below. Special Allocations. Income and Losses arising in later fiscal years will be allocated so that the Income and Losses allocated to the Limited Partners will be equal to the net amount of Income or Losses which would have been allocated if such Losses could have been allocated to the Limited Partners as contemplated by this Article 11.
nonrecourse deductions of the Partnership as determined under Treasury Regulations §1. allocations or distributions described in Treasury Regulations §1. (d) Except as set forth in this Subsection. items of Income 24 . including the special allocations of any increases or decreases in the adjusted tax basis of IRC /s38 property of the Partnership and any expenditures classified as organization expenses pursuant to Treasury Regulations §1.8. Losses and other items allocated to each Partner pursuant to this Article 11 shall.1 above. allocations or distributions had not occurred.4(b) shall be taken into account in computing subsequent allocations of Income and Losses pursuant to this Article. to the extent possible. If there is a net decrease in the Partnership's minimum gain as defined in Treasury Regulations §1.704(b)(4) (iv)(f) computed with respect to the amount of the Partnership's minimum gain after such net decrease). so that the net amount of any items so allocated and the Income. reducing the Partners' Capital Accounts by the adjustments.8 with respect to the maintenance of Capital Accounts. and any Partner has a deficit Capital Account balance at the end of that year (excluding from that deficit any amount of the deficit which that Partner is required to restore pursuant to this Agreement.704-1(b)(iv)(c) during a Partnership taxable year. be equal to the net amount that would have been allocated to each such Partner pursuant to the provisions of this Article if such unexpected adjustments.704-1(b)(2)(ii)(d)(4)–(6) and excluding from those deficits any additions to the Capital Accounts pursuant to the next to the last sentence of Treasury Regulations §1. prior to any other allocations of Income or Loss under this Article 11.704-1(b)(4)(iv)(b) shall be allocated as provided in Section 11. (c) The allocations under this Article 11 shall also be subject to the special allocation provisions set forth in Section 5.709-2(b) as set forth in Section 5.of Income or Gain pursuant to this Section 11.
The minimum gain charge-back allocated in any taxable year shall consist first of gains recognized from a disposition of items of Partnership Property subject to one or more nonrecourse liabilities of the Partnership to the extent of the decrease in minimum gain attributable to the disposition of those items of Property. with the remainder of the minimum gain charge-back.5. Allocations of Income and Losses shall be computed and effected by the General Partner in compliance with the Code and the Regulations. if the Gains exceed the amount of the minimum gain charge-back. a proportionate share of each such gain shall constitute a part of the minimum gain charge-back. made up of a pro rata portion of the Partnership's other items of Income and Gain for that year. and allocations 25 .704(b)(4)(iv)(e) and this provision shall be interpreted accordingly. It is the intent of this Subsection to constitute a "minimum gain charge-back" provision within the meaning of Treasury Regulations §1. if any. provided. (a) Except for allocations to be made based on the Partners' respective Capital Account balances. subsequent years) shall be allocated to the Partner(s) with deficit Capital Account balances pro rata based upon the amounts of the deficits in the amount needed to eliminate the deficit Capital Account balances as quickly as possible (such special allocation being referred to in this Agreement as a "minimum gain charge-back"). Losses and Cash Distributions of the Partnership which is allocable to the Limited Partners (including the General Partner to the extent of his or her Limited Partnership interests under Section 6. Apportionment Among Partners. the aggregate share of Income.and Gain for such taxable year of the Partnership (and if necessary. 11.2) shall be allocated among the Limited Partners based upon the ratio of the number of Units owned by each Limited Partner to the total number of Units owned by all Limited Partners.
all allocations shall be made on the basis of that interim closing of the books without requiring the consent by any Partner or any modification of this Agreement. the General Partner may adopt any monthly convention or other method of an interim closing of the Partnership's books allowable under the Code and Regulations. whether because of Partners' entering or withdrawing from the Partnership or otherwise. Authority of General Partner to Vary Allocations.6. If the General Partner elects an interim closing of the Partnership books.of Cash Distributions shall be computed and effected as of the date of the particular Cash Distribution. (c) In apportioning Income and Losses among the Partners during periods in which the interest of the Partners may vary from time to time within the period. 11. and other items. (a) The General Partner is authorized to modify the allocation of Income and Losses and other Partnership items from the allocations provided in this Article 11 to the extent the Partnership's accountants or attorneys advise that this is necessary to comply with IRC §704(b). 26 . which apportionment is to take place in the same manner and at the same time as for the Limited Partners. Losses and Cash Distributions of the Partnership which is allocable to the General Partner shall be allocated among them in proportion to their respective percentages of interest in the Partnership as set forth in Section 6. and allocations made on that basis shall override any contrary provision in this Agreement regarding the time for determining the allocation of Income.7. The General Partner shall not be liable to any Limited Partner with respect to electing or not electing to cause the Partnership to utilize an interim closing of the Partnership books. (b) Except for allocations to be made based on the Partners' respective Capital Account balances. the aggregate share of Income. Losses.
(a) The aggregate amount of Cash from Financings received by the Partnership during any Taxable Year of the Partnership shall be allocated and distributed according to the same priority and the same amounts as Cash Distributions from a Capital Transaction are to be allocated and distributed under Section 11.6 in reliance upon the advice of the Partnership's accountants or attorneys shall be deemed to be made pursuant to the fiduciary obligation of the General Partner to the Partnership and the Limited Partners.6(a) shall be a complete substitute for any allocation otherwise provided for in Article 11 and no amendment of this Partnership Agreement or the further approval of any Partner shall be required.7. 11. the General Partner is then authorized. (b) Cash from Financings shall be distributed annually not more than 75 days after the last business day of the calendar year in which the Partnership received the amounts to be 27 . (c) Allocations made by the General Partner under this Section 11. to the extent that the General Partner is advised by the Partnership's accountants or attorneys that such is allowable.3. (b) If any allocation results in less favorable treatment of the Limited Partners than is otherwise provided for in this Article 11. Cash from Financings. and no such allocation shall give rise to any claim or cause of action by any Limited Partner.or other provisions of the Code. Losses and other items arising in later fiscal years so as to bring the allocations of Income and Losses to the Limited Partners as nearly as possible to the allocations of Income and Losses otherwise contemplated by Article 11. to allocate Income. Allocations made in accordance with this Section 11.
but those distributions may be made at the time or times as the General Partner. liability. that the Limited Partner is a General Partner. he or she participates in the control of the Partnership business. no Limited Partner in his or her capacity as such shall be personally liable for any expense. if a Limited Partner participates in the control of the Partnership business. in its sole discretion. based upon the Limited Partner's conduct. ARTICLE 12 LIMITED LIABILITY OF LIMITED PARTNERS No Limited Partner shall be required to make any contribution to the Capital of the Partnership except as set forth in Article 6. However. or. in addition to the exercise of the rights and powers as a Limited Partner. except to the extent of his or her interest in the Partnership and obligation to return distributions made to him or her under certain circumstances as required by the Act. or obligation of the Partnership. ARTICLE 13 PERMITTED RIGHTS AND POWERS OF LIMITED PARTNERS 28 . Unless he or she is also a General Partner. the Limited Partner shall be liable only to persons who transact business with the Partnership reasonably believing. subject to the other provisions by this Agreement.distributed. may determine.
1. (d) Taking any action required or permitted by law to bring or pursue a derivative action in the name of the Partnership. or 29 . nor have power to sign for or bind the Partnership unless in an independent capacity acting as an agent for the Partnership pursuant to a written contractual agreement.2.1 solely by doing one or more of the following: (a) Being a contractor for or an agent or employee of the Partnership or of the General Partner. (b) Consulting with and advising a General Partner with respect to the Partnership business. A Limited Partner does not participate in the control of Partnership business within the meaning of Section 13. (e) Requesting or attending a meeting of Partners. (c) Acting as surety for the Partnership or guaranteeing or assuming one or more specific obligations of the Partnership. No Management or Control. nor transact any business on behalf of the Partnership. Except as otherwise permitted under Section 13. 13. director. Rights and Powers Not Constituting Participation in the Control of Partnership Business. no Limited Partner shall take part in the control of the Partnership business.2 below.13. or unless the Limited Partner is also a General Partner. or shareholder of the General Partner that is a corporation. or being an officer. (f) Winding up the Partnership pursuant to any relevant provision of the California Corporations Code or successor law.
(v) The admission or removal of a General Partner or Limited Partner. Dissenting minority Limited Partners shall have no right to have their Units 30 . Dissolution or Partition. mortgage.3. expenses. lease. or other transfer of all or substantially all of the assets of the Partnership. shall be liable to the Partnership and General Partner for all resulting damages.2(f) and 13.2 above.(g) Proposing. one or more of the following matters: (i) The dissolution and winding up of the Partnership. any Limited Partner who shall cause the dissolution and winding up of the Partnership by court decree or otherwise. except as expressly provided in this Agreement. (ii) The sale. (iii) The incurrence of indebtedness by the Partnership other than in the ordinary course of business. and in particular the right of a Limited Partner to propose. or disapprove the dissolution and winding up of the Partnership as permitted by Sections 13. approve. and costs. approving or disapproving. (vi) A transaction involving an actual or potential conflict of interest between a General Partner and the Partnership or Limited Partners. or (vii) An amendment to the Partnership Agreement or Certificate of Limited Partnership. exchange. by vote or otherwise. pledge.2(g)(1). 13. (iv) A change in the nature of the business. In spite of the powers and rights of Limited Partners enumerated in Section 13.
however. Death. and no Limited Partner shall have the right to file a partition action against the Partnership. Bankruptcy. the Limited Partners shall have the right to participate in a vote on any manner brought before the Limited Partners and General Partner for a vote pursuant to the provisions. together with all the rights and obligations appurtenant to that Unit. A Limited Partner shall automatically lose his or her status as such upon that person's death. The estate or successor in interest of the deceased. provided. Voting Rights. and his or her personal representative shall succeed to the rights of that person as a holder of an interest in the Partnership and to that person's pro rata allocation of income. Joint Tenancy. 13. that before exercising in his or her sole name any of the rights of a Limited 31 . In cases where a Limited Partner's Unit in the Partnership is held in joint tenancy and one joint tenant dies. Legal Incapacity of a Limited Partner. bankruptcy or legal incapacity. shall a personal representative or successor become a Substitute Limited Partner unless the requirements of Article 16 of this Agreement are satisfied. 14. ARTICLE 14 BANKRUPTCY OR INCAPACITY OF A LIMITED PARTNER 14.4.1.appraised and redeemed. In no event.2. however. bankrupt or incapacitated Limited Partner shall be liable for all obligations under this Agreement. losses and depreciation and to receive that person's share of Cash Distributions and Cash from Capital Transactions. Without limiting the above. procedures and methods for those votes under Article 28. that Unit shall automatically pass in its entirety to the surviving joint tenant.
Transfers Other than to Immediate Family. Transfer to Member of Immediate Family. a Limited Partner may only sell.1 above. or otherwise transfer his or her Unit in the Partnership (or fractional portion of a Unit).Partner.1. no transfer of a Partnership Unit (or fractional portion of a Unit) or any right 32 . WITHDRAWAL. a Limited Partner. and subject to the procedural conditions and requirements set forth in Section 16. ARTICLE 15 SALE.2(b) below. the General Partner shall cause the Partnership's books and records to be amended so as to reflect the surviving joint tenant as owner of the Unit and as Limited Partner in his or her sole name. to a member of the transferor's immediate family. In spite of the above. the surviving joint tenant shall give notice of the other joint tenant's death to the General Partner.1. (a) Except as otherwise permitted with respect to intra-family transfers described in Section 15. or his or her assignee. Except as otherwise provided in this Article 15. ASSIGNMENT. may sell. The Limited Partners here authorize the General Partner to execute and acknowledge on their behalf any amendments to the Certificate of Limited Partnership necessitated by the death of a joint tenant-Limited Partner. upon compliance with the provisions in Section 15. 15. assign or otherwise transfer all or any of his or her Unit in the Partnership or rights to profits or income of the Partnership. or any right to profits or income from his or her interest in the Partnership. Upon receipt of that notice. assign.2. or to an inter vivos or testamentary trust created or held for the benefit of the transferor's immediate family. OR OTHER TRANSFER OF A UNIT OR RIGHTS TO PROFITS AND INCOME 15.
assignment or other transfer of a Unit (or fractional portion of a Unit) permitted under Sections 15. assignment or transfer in a notice (the "Offer") with the names and addresses of the prospective purchasers. the General Partner. The General Partner shall deliver a copy of the Offer to each Limited Partner. and approval by. or assignees. assignment or other transfer. those Limited Partners shall be entitled to acquire the offered Unit or Units in proportion 33 . in reliance upon legal advice rendered to the General Partner. The purchase by the Limited Partners shall be closed not more than 90 days after acceptance of the Offer. shall be permitted if. assignment or other transfer of a Unit (the "Offering Partner") shall first set forth the proposed selling price and other material terms and conditions of the proposed sale. transferees. (b) As a condition to making any sale. of the Partnership as a "partnership" and would cause or threaten to cause the Partnership to be classified instead as an "association" taxable as a corporation.1 and 15. In the event that more than one Limited Partner desires to accept the Offer and purchase the Unit or Units being offered for sale. the General Partner determines that to do so would preclude or jeopardize the classification. Such request shall be made before the expiration of the 60 day period hereinabove mentioned. for Federal income tax purposes. the Limited Partner who desires to make the sale. or would classify Partnership as a "publicly traded partnership" as defined by IRC §7704.2(a) above.to profits or income from an interest in the Partnership. the Limited Partners shall have the option to accept the Offer by giving notice of acceptance to the Offering Partner upon such material terms and conditions as were specified in the Offer with the exception that any Limited Partner shall have the right to extended payment terms of up to 180 months to pay the full purchase price upon their written request to. which notice of Offer shall be delivered to the General Partner. For a period of 60 days after a copy of the Offer is received by the Limited Partners.
assignment or other transfer. in the opinion of counsel acceptable to the General Partner. (3) the sale. unless by mutual agreement they agree otherwise. Copies of the Offer and all notices required by this Article shall be sent to the General Partner.to the number of Units held by those accepting Limited Partners. the General Partner shall be assured that the vendee.4. If the Limited Partners do not accept the Offer as provided above. The General Partner reserves the right not to agree to the sale. the General Partner may accept the Offer by giving the Offering Partner notice of acceptance within 10 days after expiration of the acceptance period granted to the Limited Partners. assignment or other transfer of less than a single Unit or to a sale of any Unit to a resident of a State in which a Partnership Unit may not be sold. No sale. Prior to consenting to any sale. the Offering Partner may sell. assignment or other transfer. (4) the 34 . assignment or other transfer shall be made unless. 15. then for the following 90 days. Assurances by Limited Partners. (2) all of the provisions of this Agreement have been complied with. assignee or other transferee is a financially responsible individual who understands the nature of the Partnership and intends to take and hold the Unit transferred for investment for his or her own account and not for resale to others. If neither the Limited Partners nor the General Partner accept the Offer and close the purchase as provided above. together with all other sale or transfers of Units in the Partnership within the preceding 12 months would not result in a court holding that Partnership Units are freely transferable. assign or otherwise transfer his or her Unit or Units to qualified persons or entities at a sales price and upon terms and conditions no less favorable to the Offering Partner than those set forth in the Offer. 15. Advice of Counsel on Sale. (1) registration is not required under applicable Federal and State securities laws with respect to that transfer.3.
However. In the event of a transfer of all or part of a Unit of a Limited Partner in the Partnership by sale or exchange or on the death of a Limited Partner.5. the General Partner may cause the Partnership to elect. and (5) the transfer will not result in a termination of the Partnership for state partnership law purposes or for federal tax purposes. or the corresponding provision of any successor revenue statute.6. to adjust the basis of Partnership Property. 15. no person.2 of this Agreement. 15. a Limited Partner is permitted to withdraw. at the request of any Limited Partner or a deceased Limited Partner. IRC §754 Election for New Limited Partner. pursuant to IRC §754. 15. Withdrawal. whether a natural or fictitious person who has obtained an order charging or otherwise seizing the interest of a Limited Partner be entitled to any Cash Distributions that would have otherwise been paid to the Limited Partner. that withdrawal may not be until after six months prior written notice to each General Partner at the General Partner's address on the books of the Limited Partnership. as provided by IRC §§ 734 and 743. ARTICLE 16 35 .sale or transfer will not cause the Partnership to be classified as a "Publicly Traded Partnership" under IRC §7704. Any Court ordered seizure including but not limited to. A Limited Partner may not withdraw from the Partnership unless counsel for the Partnership advises the Partnership that such a right is mandated by the California Corporations Code regardless of this prohibition.7 Effect of seizure or purported seizure of interest of Limited Partner. an order charging the interest of a Limited Partner in the Partnership shall be considered a Transfer Other than to Immediate Family as specified in Section 15. Further. if for any reason.
the cost of preparing and filing of an Amendment and tax and securities opinions to this Agreement to effect that admission. provisions and obligations contained in this Agreement. The instrument of sale. Admission. including proof of residency in the State of California or in any other state. (c) Acceptance of Terms.SUBSTITUTION OF LIMITED PARTNERS 16. of the sum of $_______ plus all reasonable expenses and attorney's fees incurred in connection with his or her admission. (b) Execution of Instruments. Admission of the transferee or assignee of a Unit as a substitute Limited Partner shall be within the sole discretion of the General Partner and shall be conditioned upon: (a) Form. in cash. as the same may have been amended. assignee or other named transferee. The execution and acknowledgment. and (d) Transfer Fee. The transferee's or assignee's written acceptance and adoption of all terms. District or Territory in which the Partnership Units may be sold. but not limited to. of such instruments as the General Partner may deem necessary or desirable to effectuate that admission. by the vendor. The transferee's or assignee's payment to the Partnership.1. assignor or other transferor and by the vendee. including. assignment or other transfer being in form and substance satisfactory to the General Partner. 36 .
Records of Ownership. the vendee. and shall incur no liability for distributions of cash or other property made in good faith to any Limited Partner until such time as a written instrument of sale. assignee or other transferee is not admitted as a Substitute Limited Partner. without regard to the results of Partnership activities during the period in which each was the holder. assignment or other transfer in compliance with Article 16. 16. that vendee. The Partnership and the General Partner shall be entitled to treat each Limited Partner as the absolute owner of that Limited Partner's Partnership Unit in all respects. Rights. All allocations and distributions attributable to the Unit so transferred shall be allocated between the transferor and transferee as of the date set forth in the instrument effecting that transfer based upon the number of days during the applicable Taxable Year of the Partnership that the Unit so transferred was held by each of them.16. assignee or other transferee shall have none of the rights of a Limited Partner and will have no right to receive his or her share of Cash Distributions and Cash from Capital Transactions.3. If after a sale. unless a different method of allocation is provided in that instrument. 37 . assignment or other transfer of that Limited Partner's Partnership Unit has been received by the Partnership.2. recorded in its books and approved by the General Partner.
except as permitted in this Article 17.1. pledge. No Liabilities After Approved Transfer. then it shall be liable only for such Partnership obligations and liabilities that were incurred by the General Partner on or before the effective date of that transfer. withdraw. by operation of law or otherwise (the above-described actions being collectively referred to in this Agreement as "Transfers" or singularly as "Transfer").ARTICLE 17 SALE. 17. ASSIGNMENT.3. retire. sell. assign or otherwise dispose of all or any part of its Partnership Units. 17. transfer. Prohibition on Transfer. No transfer by the General Partner of its Unit or other interest in the Partnership shall be permitted unless: (a) The accountants for the Partnership shall have delivered to the Partnership an opinion that the new General Partner of the Partnership or the combination of the remaining General Partner has sufficient net worth or otherwise meets the published requirements of the Internal Revenue Service necessary to assure that the Partnership will continue to be classified as a partnership for federal income tax purposes. WITHDRAWAL OR OTHER TRANSFER OF A GENERAL PARTNER'S UNIT 17. whether voluntarily. The General Partner may not mortgage.2. hypothecate. Conditions of Transfer. (b) Counsel for the Partnership shall have rendered an opinion that none of the actions taken in connection with that transfer will cause the Partnership to be classified other than as a 38 . If the General Partner transfers its entire interest in the Partnership pursuant to this Article 17.
competency. (c) Such documents or instruments. or for any other reason. Income or Losses from Capital Transactions. then the General Partner shall lose all of its rights and interests to any portion of future management fees. the share of the General Partner in Income or Losses from Operations. ARTICLE 18 TERMINATION OR REMOVAL OF GENERAL PARTNER 18. If the General Partner's services are terminated due to its removal. insolvency. in form and substance satisfactory to counsel for the Partnership. and (d) All of the Partners approve of the transfer.2. financings or dissolution. However. withdrawal. provided.1. that the original General Partner may transfer up to 50 percent of its original General Partnership interest without further approval of the Limited Partners. shall have been executed and delivered as may be required in the opinion of counsel for the Partnership to effect fully the transfer. If the General Partner shall be finally adjudged by a court of competent jurisdiction to be liable to the Limited Partners of the Partnership for any act of gross negligence or willful misconduct in the performance of his or her duties under the terms of this Agreement. Rights after Removal.partnership for federal income tax purposes or will not cause the termination or dissolution of the Partnership or cause the Partnership to be classified as a Publicly Traded Partnership. the General Partner may be removed and another substituted with the consent of the Majority in Interest of all of the Partners. resignation. Such consent shall be evidenced by a Certificate of Removal signed by a Majority in Interest of all of the Partners. bankruptcy. 18. death. Gross Negligence or Willful Misconduct. however. interest and 39 .
but shall devote only such time as he or she deems necessary to conduct the Partnership business and to operate and manage the Partnership in an efficient manner.3. Except as may be permitted under the provisions of Section 13.1. insurance premiums and Units. management of the Partnership and its assets. 19. taxes levied on the Property. all expenditures incurred in acquiring and financing the assets. Devotion to Business of Partnership. time and expenses incurred in communications with Limited Partners. 40 . Expenses Charged to Partnership. direct and indirect. The General Partner may charge to the Partnership all ordinary and necessary costs and expenses. preparation of Partnership tax returns. attributable to the activities. and return of Capital Contributions shall remain the General Partner's property and shall pass to its successors in interests or assigns. The costs and expenses to be borne by the Partnership shall include. conduct and management of the business of the Partnership. ARTICLE 19 MANAGEMENT AND OPERATION OF PARTNERSHIP 19. The General Partner shall be under no duty to devote all of his or her time to the business of the Partnership. 19. but are not limited to.principal on loans to the Partnership by the General Partner. all decisions with respect to the management of the business and affairs of the Partnership shall be made by the General Partner. legal and accounting fees and expenses. Management by General Partner.2. salaries of any employees of the Partnership.2 and the Act. profits.
acquire. assign. and upon such terms and conditions as the General Partner. in his or her sole discretion. The General Partner or his or her designee shall be entitled to compensation for the services he. sell or otherwise dispose any property of the Partnership (whether real or personal. including. The amount of compensation for management services provided to the Partnership or for Partnership Property shall be set forth in a written management services agreement to be entered into between the Partnership and each person or entity providing those services. business. tangible or intangible). 41 . invest or reinvest. develop. Powers of the General Partner. trade. the following: (a) To purchase. In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Agreement. own. use and market. lease (whether as tenant or landlord). build. but not limited to. or any corporation or other entity designated by the General Partner. may deem to be in the best interest of the Partnership. the General Partner shall have the necessary powers and authority to carry out the purposes. manage.5. exchange. The General Partner may select any employee of the General Partner. improve.19. convey. rental. the General Partner shall be entitled to receive a fee for those property management services at the rate of the usual management fee as would be customarily paid to a management company for property of a similar type. hold. she or it provides in connection with management of the Partnership or its Property. securities or other property. Management of Partnership Property. 19. and objectives of the Partnership.4. If an employee of the General Partner provides property management services to the Partnership Property. or amount for cash. at such price. maintain. to manage the Property of the Partnership.
but not limited to. and to secure them by mortgage. withdraw.(b) To borrow money from time to time from any source. accountants. to issue evidence of indebtedness for those borrowings. invest. encumbrance or security device. activities and business. (d) To institute and defend actions at law or equity. pledge. on any property of the Partnership (or portion of that property). secretaries and any other person or entity. (c) To deposit. including any Partner. and to replace any other required finances. (e) To employ persons in the operation and management of Partnership business. and to make all decisions concerning methods of accounting and elections available to the Partnership for Federal and state income tax purposes. convenient. 42 . and (h) To execute. pay. acknowledge and deliver any and all agreements and other instruments which may be deemed necessary. deed of trust. (g) To employ legal counsel. managers. to refinance. to repay (in whole or in part). retain and distribute the Partnership's funds in any manner consistent with the provisions of this Agreement. or appropriate to effect the above-described Partnership purposes. or other lien. including. to replace any pledge or other security device. (f) To loan funds to the Partnership for Partnership purposes bearing interest equal to the prevailing rates of interest charged by third-party banks and other institutional lenders. and any other advisors necessary for the conduct of Partnership business including persons separately employed by the General Partner.
or Substitute or Successor General Partner. (f) Perform any act (other than an act required by this Agreement or any act taken in good faith in reliance upon an opinion of counsel to the Partnership) which would.19. In addition to any other acts expressly prohibited by this Agreement or by law. subject any Limited Partner to liability as a General Partner in any jurisdiction. Prohibited Acts. or 43 . the General Partner shall have no authority to act on behalf of the Partnership to: (a) Do or fail to do any act that contravenes this Agreement. except as provided in this Agreement. at the time the act occurred. (b) Do or fail to do any act that would make it impossible to carry on the ordinary business of the Partnership.6. (e) Admit a person as an Additional or Successor Limited Partner. (g) Receive or allow any Affiliate of the General Partner to receive any rebate or kickback in connection with any transaction entered into with or on behalf of the Partnership. except as permitted by the provisions of any existing loan agreement or other financing with respect to Partnership Property or as may be required by the refinancing of any existing loan or other financing referring to a confession of judgment. (d) Possess or in any manner deal with the Property or assign the rights of the Partnership in Partnership Property for purposes other than Partnership purposes. (c) Confess a judgment against the Partnership in connection with any threatened or pending legal sanction.
other than to issue such Units as are authorized as provided in Section 6. The General Partner may exercise all of the powers given to the General Partner in Section 19. 44 . ARTICLE 20 RESERVE ACCOUNT The General Partner may cause the Partnership to create a reserve account to be used exclusively to satisfy projected Partnership expenses.5.8. in its sole discretion. determine the amount of such reserve account. repairs and improvements to Partnership Property and any other valid Partnership purpose. The General Partner shall have full discretion to manage and utilize such Partnership reserves solely for Partnership purposes. (h) Issue Limited Partnership Units in exchange for property or services. including.7. 19.participate or allow any Affiliate to participate in any reciprocal business arrangements having the effect of circumventing any restrictions against self-dealing contained in this Agreement. Any act of the General Partner greater than his or her powers listed in this Article 19 shall not be binding upon the Partnership. the General Partner shall conduct the day-today management of the Partnership. Exercise of All Powers.5 above. In addition. Unauthorized Acts Not Binding. 19. The General Partner shall. without limitation any conditions imposed by lenders to the Partnership.
omission or error in judgment taken. provided. except for acts of gross negligence or willful misconduct or for damages arising from any intentional material misrepresentation.ARTICLE 21 INDEMNIFICATION AND EXCULPATION OF THE GENERAL PARTNER 21. and which does not constitute willful misconduct or gross negligence. Any action taken or omitted by the General Partner in good faith reliance on. The General Partner shall not be liable to the Partnership or any Limited Partner for or as a result of any act. that any indemnity under this Section 21. 45 . Indemnification. the opinion or advice of such independent legal or other professional counsel.1. or made by him or her in the good faith exercise of judgment under this Agreement. and in accordance with. Securities and Exchange Act of 1934. 21. omitted. Exculpation. and applicable state securities law. The General Partner shall be indemnified by the Partnership from any liability resulting from any act performed by it within the scope of the authority conferred upon the General Partner by this Agreement. The General Partner may consult with such independent legal or other professional counsel as it may select. however. shall be full protection and justification to the General Partner with respect to the action taken or omitted.2.1 shall be provided out of and be limited to the extent of Partnership assets only and shall not include any liabilities arising under the Securities Act of 1933.
or the appointment by any court supervisory authority.. or against the General Partner of any petition or pleading (voluntary or involuntary) to declare the General Partner bankrupt under any bankruptcy law or act. assets or business of the General Partner or the assignment by it of all or any part of its property or assets for the benefits of creditors. on behalf of. (e) Any other event.ARTICLE 22 DISSOLUTION AND LIQUIDATION OF THE PARTNERSHIP 22. vacated or otherwise terminated within sixty (60) days of its commencement. (b) The filing by. proceeding or appointment is not dismissed. (d) The removal of the General Partner without an election of a successor General Partner. voluntary or involuntary. removal or withdrawal of the General Partner. resulting in the dissolution or termination of the Partnership under the laws of the California Corporations. or the commencement in any court of any proceeding.1. mental incompetence. The Partnership shall be dissolved and terminated and its business wound up upon occurrence of any of the following events: (a) The death. Events of Dissolution. if that action. (c) The joint determination of the General Partner and all of the Limited Partners that the Partnership should be dissolved. and 46 . to declare the General Partner insolvent or unable to pay its debts. trustee or other custodian of the property. not addressed in this Agreement. of a receiver.
ARTICLE 23 47 . In spite of the provisions of Section 22.2. the newly-elected Substitute General Partner. that a voluntary dissolution by a Corporate General Partner. however. to all of the priorities with respect to allocations and distributions under this Agreement as if the interest of the General Partner had not been so changed and subject to the provisions of Article 18. mental incompetence. dissolution. subject.1(a) or (b). provided. occurring as a result of a voluntary merger. then in spite of the provisions of Section 22. 80 percent in interest of the Partners elect a Substitute General Partner for the departing General Partner (which Substitute General Partner accepts the election) and elect in writing to continue the business of the Partnership. consolidation or other reorganization shall not effect a termination. or if there is no remaining General Partner. however. within 90 days after the occurrence of the events referred to in Sections 22. and the former General Partner's interest in the Partnership shall become a Limited Partnership interest under this Agreement. the Partnership shall dissolve unless a remaining General Partner then exists and makes a written election to continue the Partnership within ten days after that remaining General Partner receives actual notice of that event. shall succeed to all of the powers. the Partnership shall not be dissolved and terminated and its business shall be continued if pursuant to the terms and conditions of this Agreement. 22. Continuation of Partnership Despite Events of Dissolution. if any. in the event there is no remaining General Partner who makes such an election to continue the Partnership. withdrawal. further. or filing for bankruptcy of a General Partner.(f) If the partnership continues to conduct business after February 1. in the event of the death.1. The then existing General Partner. 2095. privileges and obligations of a General Partner under this Agreement. Provided.1. removal.
or other income from Partnership Property or other sums to which the Partnership may be entitled. or may sell the interest of the Partnership in Partnership Property to any person on such terms and for such consideration as shall be consistent with obtaining a fair value for that Property. with power to liquidate the Partnership assets. (a) Upon termination and dissolution of the Partnership. 48 . Upon the occurrence of an event described in Section 22. liabilities. if any. In winding up the Partnership and liquidating assets. collections. to the extent available (and. the General Partner shall be authorized and empowered to serve as the liquidator of the Partnership. of the Partnership available for distribution. Upon the dissolution and termination of the Partnership.DISTRIBUTION OF PARTNERSHIP ASSETS UPON LIQUIDATION 23. may arrange. shall be applied and distributed in the following order. to pay any current expenses. or if for any reason there is no General Partner. pro rata within each class): (i) First. dissolve the Partnership. Powers of the Liquidator.1. and any cash proceeds from liquidation of those assets. dividends. except as otherwise provided below. and wind up the affairs of the Partnership as soon as practicable. the net assets. the General Partner (or other designated representative) as liquidator. then the liquidator of the Partnership shall be such other individual or entity as is designated by a Majority in Interest of the Partners. debts. for the collection and disbursement to the Partners of any future receipts.1 above. fees. salaries and other amounts due for the current operation of Partnership business excluding any payments to the General Partner. either by itself or by others.
to pay outstanding principal and interest payments. the General Partner may.2 and 11. 49 .3. and the timing and date of dissolution. (iii) Third. (c) In the event that the Partnership takes back any financing. Alternatively. in its sole and absolute discretion. (iv) Fourth. any balance to the General Partner and to the Limited Partners shall be allocated and distributed in accordance with Sections 11. the General Partner shall then decide whether or not to continue the Partnership business. all cash from sales shall be distributed first according to the priorities stated in Section 11. to maintain adequate reserves for the Partnership under Article 20 of this Agreement. then due on any financing obligations or any unpaid fees between the Partnership and the General Partner incurred for Partnership purposes.3. (b) The General Partner. the length of such continuance. if any. respectively. break any such notes into multiple notes secured by the deed of trust and to distribute the individual notes to each Limited Partner and General Partner. in its sole discretion.(ii) Second. (e) It is anticipated that sales of Partnership Property and distributions of proceeds from those sales may take place prior to dissolution of the Partnership. After any sale of Partnership Property. may decide that it is advantageous for the Partners as a group to provide part of the financing for the sale of Partnership Property to a prospective buyer. (d) The Partnership may hold the financing notes and deeds of trust taken back and continue its business for the purpose of holding those notes and deeds of trusts.
then the Limited Partners shall not receive any notes.3.1. A reasonable time shall be allowed for the orderly liquidation of the Partnership Property and the discharge of its liabilities. Reasonable Time for Liquidation. If there is sufficient cash to pay the Limited Partners for their interests.3. and the General Partner shall only receive cash in the event that all of the distributions due the Limited Partners have been paid in cash. so far as may be practicable. Statements upon Completion Liquidation. Books of Accounts and Records. each Partner shall be furnished with statements similar. ARTICLE 24 BOOKS OF ACCOUNT. any cash received shall first and always be distributed to the Limited Partners. 23. Not more than 120 days after the dissolution and termination of the Partnership.(f) As for any distributions where the amounts received are received partly in cash and partly in notes. If there is insufficient cash to pay all of the amounts due to the Limited Partners. then the Limited Partners will take an interest in those notes according to the priorities set forth in Section 11. to those set forth in Article 24 of this Agreement prepared by the accountants for the Partnership as of and for the period ending with the date of complete liquidation. Proper and complete books of account and records shall be kept by the General Partner or his or her designees in which shall be entered 50 .2. not to the General Partner. The General Partner shall take only the notes for its share of distributions of proceeds upon sale of Partnership Property. RECORDS AND REPORTS 24. 23.
24. the General Partner shall send to each person who was a Limited Partner at any time during such year such tax information. The requesting Limited Partner shall pay the cost of reproducing and furnishing that list. ARTICLE 25 NOTICES All notices given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally. postage prepaid. The books and records shall at all times be maintained at the accounting office of the Partnership and shall be open to the reasonable inspection and examination of Partners or their duly authorized representatives during reasonable business hours. The books of account and records of the Partnership shall be prepared on a cash basis. unless determined otherwise by the General Partner. including. or mailed by certified or registered mail. 51 . Federal Tax Schedule K-1.2. Within 75 days after the end of each Taxable Year of the Partnership. The Partnership shall furnish a list of names and addresses of all Partners to any Limited Partner who requests such a list in writing for any proper purpose.fully and accurately all transactions and such other matters relating to the Partnership's business as are usually entered into the records and books of account maintained by persons engaged in business of a like character. without limitation. Federal Tax Forms. as shall be reasonably necessary for the preparation by that person of his or her or its Federal income tax return.
or mailed to the last address furnished by him or her for those purposes to the Partnership. ARTICLE 26 AMENDMENTS TO THIS AGREEMENT This Agreement may be amended only by express written consent of a Majority in Interest of the Partners. Limited Partners shall give notice of a change of address to the Partnership in the manner provided in this Article.return receipt requested. to. no amendment to this Agreement shall: 52 . Notices to a Limited Partner shall be delivered to that Limited Partner. however. or mailed. ARTICLE 27 LIMITATIONS ON AMENDMENTS TO THIS AGREEMENT In spite of anything to contrary in Article 26. the accounting office of the Partnership. or an amendment of the Certificate of Limited Partnership for admission of a Limited Partner to the Partnership. Notice to the General Partner shall be delivered at. the consent of the Limited Partners is here given in advance and the General Partner is here designated a special attorney-in-fact for each Limited Partner to execute minor amendments that are ministerial in nature and do not contravene the provisions of Article 27. provided.
13. 11. 10. (b) Enlarge the obligations of any Partner under this Agreement or convert the interest in the Partnership of any Limited Partner into the interest of a General Partner or modify the limited liability of any Limited Partner. give notice to the Limited Partners of the Partnership meeting to be held on a date not earlier than 15 days after receipt by the General Partner of the petition. CONSENTS AND VOTING POWER OF PARTNERS 28. Upon receipt of such written petition of Limited Partners. or (e) Change the investment objectives or convert from a limited partnership to another legal form of business ownership except by a vote of the Majority in Interest of all Partners and express written consent of the General Partner. A Partnership meeting to consider any matter with respect to which the Limited Partners may vote as provided in this Agreement may be called by the General Partner or by a written petition of at least 20 percent in interest of the Limited Partners delivered to the General Partner. without the consent of that Partner. or otherwise modify the purposes of the Partnership without the consent of all Partners. detract from. ARTICLE 28 MEETINGS. or (d) Amend this Article 27 without the consent of all Partners.(a) Add to. The General 53 . Meetings. (c) Amend the provisions of Articles 4.1. within ten days. 20. and 26 without the approval of each Partner affected by that amendment. the General Partner shall.
to consider the doing of the act or thing. and the General Partner's voting power. or fractional portion of Units held by the Partner (as determined under the provisions of Sections 5. When exercising any voting rights granted under any provisions of this Agreement.Partner's notice shall set forth the time. each Partner shall have voting power (number of votes) based upon that Partner's percentage interest in the Partnership. or (b) By the affirmative vote by the consenting Partner to the doing of the act or thing for which the consent is solicited at any meeting called. 28.2.e.5 above). ARTICLE 29 GENERAL PARTNER'S NOTICES TO THE LIMITED PARTNERS 54 . one percent voting power). which may be expressed as the number of Units. Regardless of the number of Units held by any Partner. Consents. Voting Power of Each Partner.3.29 and 6. and location and purpose of the Partnership meeting. 28. pursuant to this Article.. Any consent of a Partner required by this Agreement may be given as follows: (a) By a written consent given by the consenting Partner and received by the General Partner. date. when added to the voting power of all Limited Partners (which may include the Limited Partnership interests that may be held by the General Partner). shall represent 100 percent of the Partners' voting power for voting purposes under this Agreement. the General Partner shall be deemed to have a one percent interest in the Partnership as General Partner (i.
That notice shall include any information required by the relevant provision or by law. Designation of TMP. to employ tax counsel to represent their respective separate interests. 30. The TMP shall have the right to resign by giving 30 days' written notice to each Partner. examination. or such successor to the General Partner as may be chosen by a Majority in Interest of the Limited Partners in accordance with Section 30. or bankruptcy of the person serving as the TMP. ARTICLE 30 TAX MATTERS PARTNER 30.1. The Tax Matters Partner (the "TMP") of the Partnership shall be the General Partner.3. legal incompetency.2. 55 . The tax counsel shall be responsible for representing the Partnership. it shall be the responsibility of the General Partner and of the Limited Partners. a successor to serve in that position shall be chosen by a majority of interest of the Limited Partners. Employment of Tax Counsel by TMP. The fees and expenses of that tax counsel shall be a Partnership expense and shall be borne by the Partnership. Upon the resignation. or investigation of the Partnership by the Internal Revenue Service and in connection with all subsequent administrative and judicial proceedings arising out of that audit. 30. The TMP shall employ experienced tax counsel to represent the Partnership in connection with any audit.2 below.The General Partner shall give the Limited Partners notice of any proposal or other matter required by any provision of this Agreement or by law to be submitted for consideration and approval of the Limited Partners. at their expense. Resignation of TMP. death.
(c) Intervene in any action contemplated by IRC §6226(b). The TMP shall have the authority. fines. and shall furnish to each Partner who so requests in writing a copy of each notice or other communication received by the TMP from the Internal Revenue Service (except such notices or communications as are sent directly to such requesting Partner). The expenses so incurred by the TMP shall be Partnership expenses and shall be paid by the Partnership. Fiduciary Relationship of TMP to Limited Partners. and (e) Enter into any agreement extending the period of limitations contemplated by IRC §6229(b)(1)(B). TMP Notices to Partners.5. 30. amounts paid in settlement. Authority of TMP. 30. (d) File any request contemplated by IRC §6227(b). The TMP shall keep the Partners informed of all administrative and judicial proceedings.30. to do all or any of the following: (a) Enter into a settlement agreement with the IRS which purports to bind partners other than the TMP. performing its fiduciary obligations as TMP in such manner as will serve the best interests of the Partnership and Limited Partners. without the necessity of obtaining the consent of any Partner. The Partnership shall indemnify the TMP against all judgments. The relationship of the TMP to the Limited Partners shall be that of a fiduciary. and expenses (including attorneys' 56 . (b) File any petition contemplated by IRC §§ 6226(a) or 6228.4. 30.7. Hold Harmless and Indemnification of TMP.6.
ARTICLE 32 57 . criminal or investigative proceeding in which the TMP is involved or threatened to be involved by reason of being the TMP. within what the TMP reasonably believed to be within scope of his or her authority and for a purpose which the TMP reasonably believed to be in the best interests of the Partnership or Limited Partners.fees) reasonably incurred by the TMP in any civil. and the decision whether to exercise or to revoke any or all of the elections available to the Partnership under the Internal Revenue Code shall be made by the General Partner. vote of the Partners. Provided. as long as the requesting Partner pays in advance the additional accounting and bookkeeping expenses which result from that election. bad faith. however. Each Partner shall supply the Partnership all necessary and proper information in order to effectuate any such election. at the discretion of the General Partner. agreement. the Partnership shall file an election under IRC §754 to adjust the basis of Partnership Property for that Partner. gross negligence. provided that the TMP shall have acted in good faith. that upon request of any Partner. The TMP shall not be indemnified under this provision against any liability to the Partnership or Limited Partners to which the TMP would otherwise be subject by reason of willful misfeasance. The indemnification provided under this Agreement shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any applicable statute. or otherwise. ARTICLE 31 INCOME TAX ELECTIONS The method of computing depreciation for tax purposes. or reckless disregard of the duties involved in the conduct of obligations as the TMP.
this Agreement shall be binding upon and inure to the benefit of the parties to this Agreement. The Article headings or titles and the 58 . words in the singular number shall include the plural. a certificate of limited partnership and all related amendments.ADDITIONAL DOCUMENTS AND WRITINGS Each party to this Agreement agrees to execute and acknowledge all documents and writings which the General Partner may deem necessary or expedient in the creation of this Partnership and the achievement of its purpose. and the masculine gender shall include the feminine and neuter counterparts. but not limited to. their successors and assignees. and vice versa. specifically including. as well as any cancellation of those documents or writings. ARTICLE 34 GOVERNING LAW AND INTERPRETATION OF AGREEMENT When the context in which words are used in this Agreement indicates that such is the intent. ARTICLE 33 BINDING AGREEMENT AND SURVIVAL OF RIGHT Except as otherwise provided to the contrary in this Agreement.
table of contents shall not define, limit, extend or interpret the scope of this Agreement or any
particular Article. This Agreement shall be governed and construed in accordance with the laws
of the State of California without giving effect to the conflicts of laws provisions of that state.
POWER OF ATTORNEY
Grant of Power of Attorney. By their execution of this Agreement, the Limited
Partners, jointly and severally, irrevocably constitute and appoint the General Partner, Family
Assets Limited Partnership, with full power of substitution, to be their true and lawful attorneyin-fact, in their name, place and stead to make, execute, sign, acknowledge, record and file, on
behalf of them and on behalf of the Partnership, the following:
(a) A Certificate of Limited Partnership, any amendments to that Certificate and any other
certificates or instruments which may be required to be filed by the Partnership or the Partners
under the laws of the State of California and other jurisdiction whose laws may be applicable to
(b) A Certificate of Cancellation of the Partnership and any other instruments or
documents as may be deemed necessary or desirable by the General Partner upon the termination
of the Partnership business;
(c) Any and all amendments of the instruments described in subsection (a) and (b) above,
provided those amendments are either required by law to be filed, or are consistent with this
Agreement or have been authorized by the particular Limited Partners; and
(d) Any and all other instruments as may be deemed necessary or desirable by the
General Partner to carry out fully the provisions of this Agreement in accordance with its terms.
Grant of Power Survives. The above grant of authority:
(a) Is a Special Power of Attorney coupled with an Interest, is irrevocable and shall
survive the death or incapacity of the Limited Partner granting power;
(b) May be exercised by the General Partner on behalf of each Limited Partner by a
facsimile signature or by listing all of the Limited Partners executing any instrument with a
single signature as attorney-in-fact for all of them; and
(c) Shall survive the delivery of an assignment by a Limited Partner of the whole or any
portion of his interest.
If any provision, sentence, phrase, or word of this Agreement or the application of it to
any person or circumstance shall be held invalid, the remainder of this Agreement, or the
application of that provision, sentence, phrase, or word to persons or circumstances, other than
those as to which it is held invalid, shall not be affected by that holding of invalidity.
and are not for the benefit of any third parties. In addition. each person or entity is affirming under the penalties of perjury that the facts stated in this Agreement are true. ARTICLE 39 AFFIDAVIT OF ALL PARTNERS By executing below. this Agreement may contain more than one counterpart of the signature page and this Agreement may be executed by affixing the signatures of each of the Partners to one of the counterpart signature pages. without limitation. each of which shall be deemed an original. and representations contained in this Agreement are for the benefit of the parties to this Agreement. but all of which shall constitute one and the same instrument. any creditors of the Partnership.ARTICLE 37 AGREEMENT IN MULTIPLE COUNTERPARTS This Agreement may be executed in multiple counterparts. all of those signature pages shall be read as though one. and they shall have the same force and effect as though all of the signers had signed a single signature page. ARTICLE 38 THIRD PARTIES The agreements. covenants. including. 61 .
a California limited partnership.In witness. on _______________________. _______________ By: _______________________ Its: President Limited Partners ____________________________ Date__________________ ____________________________ Date__________________ ____________________________ Date__________________ 62 . the undersigned General Partner and Limited Partners have executed this Agreement of Limited Partnership of _____ Limited Partnership. INC. GENERAL PARTNER: _______________________.