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HomeMy WebLinkAboutTAB J - State of Florida Corporate DocumentsState of Florida Department of State I certify from the records of this office that CAMEO APARTMENTS, LTD. is a limited partnership organized under the laws of the State of Florida, filed on October 20, 1999. The document number of this limited partnership is A99000001717. I further certify that said limited partnership has paid all fees due this office through December 31, 2005, and its status is active. Given under my hand and the Great Seal of Florida, at Tallahassee, the Capital, this the Eleventh day of March, 2005 _.e.,,,z.st._ E. Alecio/ Secretary of State Authentication ID: 100048206831-031105-A99000001717 To authenticate this certificate,visit the following site, enter this ID, and then follow the instructions displayed. www.sunbiz.org/auth.html V 4j 14, LV S'J I•J. •5 rAr� 1.0 U J U3Ci CAPP-2d-63 TOP" 2e:ts- .4E14 COP1TAL RESOURCES CO TO,' 343i517 P.02 AG$ RPM.ENT OF LIMITED PARTNERSHIP OF C & O AP„ARTTI N'l , LTD. THIS AGREEMENT OF LIMITED PARTNERSHIP is entered into as of the 8th day of November, 1959 by and among TROPICAL KEY PALMS. LC, whose business office is clo; 200 South Biscayne Blvd., Suite 1050, Miami; Florida 33131, as the General Partner; and The BLUE SKY Trust and the CALM WAVBS Trust, WALPART, LTD_, as Trustees of said 'Trosts, as the Limited Partners. RfCLJU A R EMENT '#TFIGATI;, OF wan") 1'A t'TN RSHIP, NA 1 L,1; rt Section 1.1 Formation. This Partnership sitarbe a limited partnership under the Uniform Limited Partnership Law of Florida (the -.Act'), and the nights and liabilities of the Partners shall be as provided in the .Act except as is otherwise expressly provided for in this Agreement. Se'ciion 1.2 Ar 7ciei of dirnitgitaten_erihiy. The General Partner shall cause to be filed ,Articles of Limited Partnership with the State of Florida. Section 1.3 Uazoe. The name of the Partnership shall be CAMEO APARTMENTS, LTD., land the business of the Partnership shall be concia:m:1 undor such f ctitious name or names as the GCiearal Partner may deem appropriate or necessary. The General Partner shall file for recordation. all documents required by law to be filed for the use of an assumed lane_ Section 1.4 Principal Offiee. The principal office and principal place of business of this Partnership shall be located at: c16: 200 South Biscaype Blvd., Suite 1054, Miami, Florida 33131, but substitute or additional places of business rosy be established at such other locations as tray, from time to time, be determined by the General Paltrier. The General Partner Shall promptly give notice to the other Partners of any change in the principal of'&ce or place of business. Section 1.5 goes auciAdtessil TROPICAL KEY PALMS, LC, whose principal place of business is: c1o: 240 South Biscayne 131v11.. Suitt 1050, Miami, Florida 31131, shall be the General Parcae] of the Partnersbip,WALPART, LTD., as Trustee of the BLUE SKY Trust and the CALM WA\'ES Trust, whose business office is in Belize City, Beane, shall be the Limited Partners. Section 1.6 Ism The petinersbip shall become effective upon the execution of the certificate and the accomplishment of all filings required fbr limited partner'sbips under the lawns of the State of Florida, and shalt ferxbiaate oti Decet»berr 31, 2035, unless the Partnership is sooner dissolved ill accordance with other provisions of this Agreement related or incidental to Pigs 1 of 42 V`+1 `+a GVVJ Y J i) I r nA la, V V0! V JO APR-10-0:5:. IEt4 CAPT TOL RESOURCES' CO c-COF 345Z 17 p-0?i the foregoing purposes. Section 1.7 'ue.posg. The purpose of the Partnership is to engage in any and all businesses which the Partnership is perinitted to engage in under the Act. Section 1.8 A t4- In order to carry out its purpose, the Partnership is authorized, subject to other provisions of this Agreement, to do any and all acts and things necessary, advisable or incidental to or convenient fur the furtherance and accomplishment of its purpose, and for the protection and benefit of the Partnership_ Section 1.9 gurpgses_Limited. The Partnership :.hall operate and exist only for tie purpose specified in Section 1.07. Except as otherwise provided in this Agreement, the Partnership shall not engage in any other activity or business: and no Partner shall have any authority to hold itself out as a general agent of another Partner im a.ny other business or activity. Section 1.I0 o F me is 1. Obli tloos. The Partners shall use the Partnership's credit and assets solely for the benefit of the Parttastship. No asset of the Partnership shall be transferred or encumbered for or in payment of any individual obligation of a Partner. Section 1.11 Title ip Pr1tS 1 - All real and personal property owned by the Partnership shall be owned by the Partnership as an entity and, insofar AS permitted by applicable law, no Partner shall have arty ownership interest in such property in its individual name or right and ccch Partnex's interest in the Partnership shall be pecson;11 property for all purposes. Section 1.12 Agen.Sor Service ot'gl<'4cess. The x,arrte and address of the agent for service of process is' Josh N. Beii ett, Esq., Suite 1050, 200 South ,Biscayzre l3lvd., Miami, Florida 33131. The powers, duties and rights of the registensd agent shall be limited to receiving notices on behalf of the Partnership as required by the Act. ARTICLE 1 CE1;TA1 IDEF1NITLQ? S The following defined terms used its this Partnership Agreement shall, unless otherwise expressly provided for herein or unless the context otherwise requires, have the following respective rneRn.ing$: Section 2.1 "Act" means the Florida Revised Uniform Limited Partnership Act, as same may be amended from time to time. Section 2.2 "Agreement" means this Partnership Agreement, as amended from tim to time. Page 2 of 42 004/058 APR-10-0S, TUE 2T:S r JEW a P1TAL RESOURCES CO 30" 34531T Sertkrn 2.3 "Capital Account" means, with respect to any Partner, the sum of (i) the amount of cash that Partner has contributed to the partnership, (ii) the fair market value of any property (other than money) that Partner has contributed to the Partnership, (iii) the amount of Net Income allocated to that Partner, and (iv) the amount of any Partnership Indebtedness that is assumed by such Partner or that is secured by any Parinersh: p property distributed to such Partner, less the sum of (x) the amount of losses (or items thereof) allocated to that Partner-, (y) the amount of all cash and the Gross ,Asset Value of ail property distributed as that Partner's distributive share, u.ztd (z) the amount of liabilities of that Partner that are assumed by the Partnership or that are secured by any ]Property contributed by such Partner to the Partnership. A Capital Account shall be maintained for each Partner in accordance with the Code and the Regulations thereunder. including Regulation § 1.7Q4(b). Section 2.4 "Capital Contribution" means, in respect to any Partner, the total amount of money or the fair market value of any property contributed or agreed to be contributed to the Partnership by such Partner. Any reference in this Agreement to the Capital Contribution of a then Partner shall include the Capital Cnntrt`bution previously made by any prior Partner in respect of the Partnership Interest of such thine. Partner. Section 2.5 "Capital Transaction" means any sale, exchange, transfer, disposition {including disposition by (ondem nation, casualty, or operat.on oflaw) , financing or liquidation by the Partnership of Partnership property or any sale or disposition of all or substantially all of the Partnership Interests in the Partnership in a single transai,tion. Section 2.6 "Certlfitate" means the Certificate of Limited Partnership to be tiled by the General Partner with the State of Florida to create the Partnership, or as subsequently amended. Section 2.7 "Code'I means the Internal Revenue Code of 1386, as same may be amended from time to time, or corresponding provisions ofi.ubsequent revenue laws. Unless otherwise indicated, § references are to the Code. Seeden 2.$ "Distributable Cash," means with respect to any Fiscal Year, or other period. Net Cash Flow plus any portion of Reserves deemed by the Cremeaal Partner not to be required for Partnership operations. Section 2.9 "IDistributions" means the receipt by a Partner from the Partnership of any cash or the fair market -value of property distributed to the Partners, net of any liabilities thereof, arising fi,orn their interests in the Partnership, but shall not include any guaranteed payment to a Partner or any repayment to a Partner of a loan or advance made by such Partner to the Partnership. Section. 2.10 "Fiscal Year" means the calendar year. Section 2_1l "General Partner" means TROPICAL KEY PALMS, LC, and any substituted or additional (General Partner as provided herein. Page 3 of 42 P . 0 4 LJVU3/VOd APR —1ta—F73 TUE 23:5_ 1EW GAP Tpl. RESOURCES CO 30• 345317 Y Seet ton 2.12 "Gross Aaaet Value," means with rr pcct to any asset, the asses adjusted basis for federal income talc purposes, except as follows; (a) The initial Gross Asset Value of any asset contributed by a Psctner, to the Partnership shall be gross fair market value (determined, without regard to §7701(g) of the Code) of such asset, as determined by the Partners; (b) The Gross Asset Values of all Partnership assets shall be adjusted to equal their re.spective gross fair market values, as determined by tie General Partner, as oftbc following titles. (i) the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de rninintis Capital Contribution; (ii) the distribution by the Partnership to a PartOcr of more than a de minimis amount of property as consideration for an interest in the Partnership; and (iii) the liquidation of the Partnership -within the meaning of Regulations §1.704-1(b)(2)(ii)(g); provided, however, that adjustment pursuant to clauses (i) and (ii) above shall be made only if the Geact .l Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the General Partner and Interest Holders in the Partnership; (e) The Gross Asset Values of any Partnership asset distributed to any Partner shall be the Moss fait market value of such asset on the date of distribution; and (d) The Gross Asset Values of Partnership assets shall be increased (or d :i:reased) to 'reflect any Adjustments to the adjusted basis co -'such assets pursuant to § 734(b) or §743(b), but Only to the extent that such adjustments are talon into account in determining Capital Arc —mints pursuant to Regulations § 1.704-1(b) (2) (i7) (m) and the provisions hereof; provided, however., that Gross Asset Values shall not be adjusted pursuant to this subparagraph (d) to the extent the Partners determine that an adjustment pursuant to subparagraph (b) above is necessary or appropriate in. connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (d). If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraphs (a) , (b) , or (d) above, such Cross Asset Value shalt thereafter be adjusted by the depreciation taken into account with respect to such asset to: purposes of computing Profits and Losses. Section 2.13 "Indebtedness" means the Partnersh.p's outstanding debts, liabilities and obligations for borrowed money, all aficrued but utupaid interest thereon, and all fees and charges due in connection therewith Section 2,14 "Interest Holder" means any Person who bolds an Interest, regardless of whether such Person h©d been admitted to the Partnership at a Partner. "Interest Holders" moans all such Persons. Section 2.15 "Limited Partner" means any Person named as a Limited Partner in Exhibit "A." attached hereto, and any successor or additional Limited Partners admitted to the Page 4 of 42 P.a� V4/ 14/ L V VU 1J . itL 1- itIt APR-3 6-03 TUE 23:Z1i. .EY.! C14PX TFiL RESOURCES CO V0c__3.4525 L 7 P-06 Partnership in accordance with the provisions of this Agreement. "Limited Partners" mesas all such Persons. All references in this Agreement to a majority in Interest or a specified percentage of the Limited Partners shall mean Limited Partners whose ,;otnbined Interests represent more them fifty (50%) percent or such specified percentage, as the case may be, of the Percentage Interests then held by all Limited Partners. Section 2-16 "Liquidating Trustee" means the General Par mer unless the dissolution of the Partnership is caused by the Withdrawal of the General Partner, then such person or entity elected by a fifty-one (51%) percent or more majority in interest of the Interest holders. Seetian 2.17 "Minimum Gain" shall have the same meaning as set forth m §1.7O4-2(13)(2) of the Treasury Regulations. Section 2.18 "Net Cash Flow" in respect of any period means the Net Income Or Tosses of the Partnership for such period for federal income tax purposes, plus (i) sale or refinancing proceeds, and (ii) depreciation, amortization ant' cost recovery deductions, or similar allowances, and minus (i) principal payments on arty Partnership Indebtedness, (it) payments to any reasonable Reserve set up by the General Partner. and OH) necessary capital expenditures in excess of Reserves, insurance proceeds or condemnation awards, Net Cash Flow is "negative" if the preceding sums are less than $0.00. Net Cash Flow aht.11 also include the proceeds ;From any voluntary or involuntary conversion, of Partnership property, or casualty insurance proceeds or condemnation. awards. Section 2.19 "Not Income" or "Net Loss" means the net income or not loss of ttnc Partnership, as determined in accordance with generally accivted accounting principles, except that, the Partnership shall utilize the cash basis method of accounting for both book and tax purposes. "Net Income" or "Net Loss" for tax purposes mesas, at all times during the existence of the Partnership, the income or loss of the Partnership for l:ederal income tax purposes determined as of the close of the Partnership's fiscal year, in3iuding, without limitation, each item of Partnership income, gain, loss, deduction or credit. 't'be Partnership's fiscal year shall be the calendar year. Sectlott 2,20 "Nonrecourse Deductions" shall have the meaning sot forth in § 1.704-2(b)(1) of the Treasury Regulations. Section 2.21 "Nour'ecourse Llabllities" shall have the meaning set forth in 91.704-2(b)(3) of the Regulations. Section 2.22 "Partner" or "Partners" means enc:h Person who is or hereafter becomes a General Partner +ar a Limited Partner. Section 2.23 "Partners' capital" means the sum of the Capital Contributions of the Partners, Section 2.24 "Partnership" means the Partnership created under this Pa.dxtership Page 5 of 42 AP —lo—®a 7UE I UV (%050 1EW ct+P3-IAL RESoURCEs co ae--343327 P_07 Agreement. Section 2.25 "Partnership Interest" means an ownership interest in the Partnership representing sotne or all of the Capital Contribution made by a Painter pursuant to Article Ifi hereof, including any and all benefits to which the holder of such act Interest may be entitled as provided in this Agreement, together with all obligations of such Partner to comply with the teens and provisions of this Agreement. Section 2.26 "Percentage Interest" means a Partnership Interest. A Partner's Percentage Interest shall be determined from time to time by a fraction, the numerator of which is the Partner's Capital Account ha ant and the denominator of which is the sum of all Partaers' Capital Account balances. Section 2.27 "Person" means any individrud, partrlershijt, corporation, trust or other entity, Section 2,78 "Regulations" means final or tempotary regulations issued by the United States Treaswy Department pursuant to Title 26 of the United States Code, or any successor statute. Sertlon 2.29 "Reserves" means with respect to arty fiscal. period, ,funds set aside or amounts allocated during such period to reserve which shall be maintained in amounts deemed sufficient by the General Partner for working capital to pay taxes, insurance, debt service, repairs, replacements or renewals, or other Coats or expenses, incident to the ownership or operade* of the Project_ Section 2,30 "Reserve Account" treads the account maintained in accordance with the provisions of this Agreement to provide funds for contingent liabilities, if any, capital expenditures, working capital, future needs or maturing obligations of the Partnership, Section 2.31 "Sale or Refinancing" means any Partnership transaction (other than receipt of Capital Contributions) tint in the ordinary course c f business, including, without limitation, sales, exchanges or other dispositions !Areal or personal property, condemnations, recoveries of damage awards and insurance proceeds (other than business or rental interruption insurance proceeds) or any mortgage refinancing or borrowing. Section 2.32 "Sale or Refinancing Proceeds" marts all crash receipts arising from a Sale or Refinancing, less the Following: (a) the amount of cash necessary far the payment of all debts and obligations of the Partnership (including non -recourse debts) related to the particular Sale or Refi aucing. (b) the amount of cash paid or to be paid by the Partnership in connection with such Sale or Refinancing (which shall include, with regard to damage. recoveries or insurance or condemnation proceeds, cash paid or to be paid in connection with repairs, replacements, renewals, in discretion of the General Partner; Page 6 of 42 IA UVU/U13 FPR-10-03 TVE f aEW CAPS TAIL RE6OURCES CQ 3®" 345317 (c) the amount considered appropriate by the General Pa,tnei- to provide Reserves to pay taxes, insurance, debt service, repairs, replacements or renewals. or other costs or expenses of the Partnership. Section 2.33 "Substitute Limited Partner" mean q any person admitted to the Partnership as a Limited Partner pursuant to Article X. Section 2.34 "''fax Audit" means the administrative proceedings by the Isrtertal Revenue Service for the adjustment at the Partnership level of arty item required to be taken into account by a Partner for federal income tax purposes. Section 2.35 "'Transfer" means any sale, assignment, gift, pledge or other disposition, whether voluntary or by operation of law, of all, or a portion of a Partnership Interest. Section 2.36 "Withdrawal" means the retirement of a General Partner from the Partnership ar the death, incompetency, liquidation, dissolution or ba, ktuptcy of a General Partner. ,ARTICLE 11. CAPTTTL CONTRleU JONS; CA JTAL ACCQ1 TS Section 3.1 Contxibutions9f the Partners. (a) General Partner. The General Partner shall contribute the stun of Teri Dollars ($1.0.00) as the General Partner's initial contribution to this Partnership, payable far deposit to the general account of the Partnership upon the Gztteral Partner's execution of this Agreement_ (b) Limited Partners. The Limited Partners shall contribute to the Capital of the Partnership the amounts set forth in Exhibit "A" attached hereto. Section 3..2 Limited Lj tItt or Li ed PaxMe .. No Limited Partner shall be liable for any of the losses, debts, liabilities, or outer obligations of the Partnership or be -required to contribute any capital beyond the Limited Pa.rtoer's initial capital Contribution or to lend any fonds to the Partnership except that a Limited Partner maybe required by law to return any or all of that portion of its Capital Contribution which has been di,&ibuted.to the Limited Partner, with interest, if necessary, to meet obligations of the Partnership which Are incurred prior to such distribution. Section 3.3 WitlIdratval !If OVA. Prior to the dissolution and liquidation of the Partnership, no Limired Partner shall be ntitled, without the: consent of the General Partner, to withdraw any part of such Partner's Capital Contribution, except that distributions made in accordance with Articles 1V and XI may represent in. whole or in part a return of capital. Page 7 of 42 P_B$ APR-10-40S TUE 23:E. raw CAPITAL_ RESOURCES CO aor, 345317 Section 3.4 Capjtal Accounts. A Capital Aceownt shall be established for each P:.rtner, Loans by any Partner shall not be considered contributions to the Partnership Capital. A Partner shall not be entitled to make any additional Capital Contributions to the Partnership other than the capital contributions required or permitted to be nude by such Partner under this Agreement, No interest shall be paid on any capital contrib'sted to the Partnership_ tf any Interest in the Partnership is transferred in. accordance with ',he terms of this Agreement, the transferee shall succeed to the Capital Account of the transfsror to the extent it relates to the transferred Interest. If the Gross .Asset Values of Partnership Assets are adjusted pursuant to this Agreement, the Capital Accounts of all Partners shall be adjusted simultaneously to reflect the aggregate net adjustment as if the Partnership recognized gain or loss equ:'l to the amount of such aggregate net adjustment. A Partner who has more than cane Interest in the Partiership shall have a single C.apital Account that reflects all such Interests, regardless of the elat.s of Interests owned by such Partner and regardless (Attie time or manner in which such Interests were acquired_ The foregoing provisions acid the other provisions of this Agreena.ent relating to the maintenance of Capital Accounts are intended to comply wi h Regulation § 1.704-1(b) (the "Allocation Regulation"). and shall be interpreted and appiie'd in a manner consistent with true Allocation Regulation. If the General Partner shall determine that it is prudent to modify the manner in which with Capital Accounts, or any debits or credits thereto, arc computed in order to comply with the Allocation Regulation, the General Partner may make such modification„ provided that it is not likely to have a material adverse effect on the amounts distributable to any Partner pursuant to Article IV or Section 11.04 hereof upon the dissolutu)n of the Partnership_ The Gouetal Partner shall adjust the amounts debited ur crtd.ited to Capital Accotuats with respect to (i) the Gross Asset Value of any property contributed to the Partnership or distributed to the General Farther and Limited Partners, and (ii) any liabilities that are secured by such contribtrted or distributed property or that are assumed by the Partnership or the General Partner and Limited Partners, tithe General Partner shall determine such adjustments are necessary or appropriate pursuant to Regulation § 1.704-1(b) (2) (iv) . The General Partner also shall make any appropriate modifications if unanticipated events might atlterwise cause this Agreement not to comply with Regulation S 1.704-1(b). Section 3.5 Cucapiiance with Liquidation Requirements 2f RegulatitIS. If the Partnership is "liquidated" within the meaning of Regulation § 1.704-I(b)(2)(iiXg): (a) distributions shall be made pursuant to Section 12.03 to the Partner having positive Capital Accounts in accordance with Regulation § 1.704-1(b)(2)(iirb)(2) by the end of the taxable year during which such Iquidation occurs (or, if later, within nint:ty (90) days after the date of such liquidation), and (b) if the General Partner's capital Account has a deficit balance (after giving effect to all contributions, distributions, distributions and allocations for ad taxable years, including the year during which such liquidation occurs), tht: General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in Page 8 of 42 - l¢JV1V/Vt8 APR-10— :5 TUE `K::ff. NEW CRP' TAL RESOURCES CO SQ-345317 P. 10 compliance with Regulation §1.744-1(b) (12) (ii) (b) (3). flatly Limited Partner his a deck balance in its Capital Account (after giving effect to all contributions, distributions and Allocations for all taxable years, including the year during which such liquidation occurs), such Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit in the Limited Partner's Capital Account (unless the Limited Partner has otherwise elected pursuant to Section 3.07 hereof) and such deficit (unless the Limited Partner has otherwise elected pursuant to Section 3. 07 hereof) shall not be considered a debt owed to the Partnership or any other Person for any purpose whatsoever_ Upon the liquidation of the General Partner's Partnership Interest under Regulation § 1.761-(1) (d) if the General Partner has a deficit balance in its Capital Account (alter giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs) the General Partner shell contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulation §1.704-1(b)(2)(ii)(b)(3). The provisions of this Section 3.05 shall not affect any Partner's obligation to make capital contributions to the Partnership that are required to be made by such Partner pursuant to this Article IU of this Agreement. Section 3.6 )1.estorattnn of OeQeir CaiOital Accourit. Notwithstanding any provision in this Agreement to the contrary, if, upon the dissolution of the Partnership or of the General Partner's Partnership Interest, the General Partner -has a defii:it balance in his Capital Account, the General Partner shall contribute to the capital of the PartaerSh!p tin amount of cash equal to the greater of. (a) such deficit balance in its Capital Account; or (b) the excess of (i) 1.01 % of the total capital contributions made by the Limited Partner to the Partnership as of such date over (ii) the total arnount of capital contributions to the Partnership theretofore made by the General Partner. Section 3.7 Limited PBxtttkre13eficit Canita1 Accg+ unt. If may Limited Partner has a deficit balance in the Limited. Partners' Capital Account (der giving effect to all contributions, distributions and allocations for all taxable years, including 1:he year during which such liquidation occurs) , the Limited Partner may, in the Limited Partner's sole and exclusive discretion., agree to a limited deficit restoration obligation to the Partnership, or make a • contribution to the capital of the Partnership with respect to such deficit (provided that airy such contribution by the Limited Partner shall result in no adjustment Of its Partnership Interest and such elective contributions shall not earn interest). ARTICLE N, A1,LOCATlS21`+T QF NLT r I I►I ANDIOSS S!, IISTHUTXONS Section 4.1 Net Income andP rj vs - Tn Gentr • (a) The Net Income and Losses of the Partnership shall be determined and allocated with respect to each Fiscal Year of the Page 9 of 42 tejV I I/V5b APF-10-9X TUE 2a:! J NEW CAPITAL RESOURCES co ae '34st7 Partnership as of and within seventy-Cve (75) drys alter, the end of such year. (b) An Net Income and Losses shall be a.located i.a the tbllow irtg order and priority: (i) First, one percent (1%) to the General Partner, and then (Li) second, ninety-nine percent (99%) to the Limited Partners, as set forth in the attached Exhibit "A." Section 4.2 Dist ,ributions of Jis nbuta! a Cash. Distributable Cash of the Partnership for each Fiscal Year or other period shall be distributed to the General Partner and Citnited Partner in the same respective proportions in which they arc allocated Net Income and Losses under Section 4,01(b). Section 4.3 Restrictions with Respect ) JstrShutio_ns. The General Partner shall tualcc the Distributions required by this Article IV, subject to the following limitations, restrictions and conditions: (a) At the time of any Distribution, the Partnership must have available to it unencumbered cash funds sufficient for such Distribution after taking into account (except in the case of liquidation of the Partnership) the amounts which elDuld be set aside to provide reasonable Reserves for the continuing conduct of the bugiztt'.ss of the Partnership and for normal working capital. (b) No Distribution shall be made by the ' general Partner if immediately after such Distribution the Partnership assets do not exceed all liabilities of the Partnership, exclusive of liabilities to the Partners on account of their Capital Canttibutious and liabilities to any General Partner and liabilities o suiting from Partnership Indebtedness. For purposes of this subparagraph, all assets shall be valued at market value. (c) All amounts withheld pursuant to the Code or any provision of any state or local tot law with respect to any payment, Distribution. or allocation to the Partner shall be treated as amounts disttributett to the Partners pursuant to thi.; Article IV for all purposes under this Agreement The General Partner is authorized to withhold from Distributions, oar with respect to allocations, to the Partners and to pay over to any federal, state tar local government any amounts required to be so withheld pursuant to the Cody or any provisions of any other federal, state or local law and shall allocate any such =noun's to the Partners with respect tb which such amount was withheld. Section 4.4 Ngrnterest pu als ll utiflng_ If a Partner doe* not withdraw the whole QC any part of the Parmer's Aare of the Distributable Cash, such Fartnsr shall not be entitled to receive any interest thereon; nor shall any such sum(s) thus nadrawn bs deemed an increase in. such Partner's share of the capital of the Partnership without the express written consent of all other Partners. Section 4.5 Alto cat ons Amon artne rs. Whenever a proportionate part of the Fattn.ersbip Net Income or Loss is credited or charged to a er's account, every item of income, gain, loss, deduction or credit entering Into the computation of such Net Income or Loss, Page 10 of 42 narz-1 L--43 14 d , :er EW CAP I TA1- REsUURcES co aelF 453'1 7 P.,.. v.. i or applicable to the period during which such Net Inconne a:Loss is realized, Shall be considered or 4ited or charged, as the zaac may be, to such account in the same proportion, As between a Partner and his transferee, unless otherwise agreed by them, Profits and Losses for any Fiscal year (or portion. thereof, as the case may be) shall be determined by an interim closing of the Partnership's books and records, es if the Fiscal Year had closed on the day prior to the day of transfer, end the transferee shall be allocated Net Income and Losses with respect to the period commencing with the day of Transfer. Section 4.6 Qu`s]ifeff income Offset. If any Limited Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulation § 1.704-1(b)(2)(ii)(4) Regulation § 1.704.1(b)(2)(ii)(d)(5), or Regulation § 1.704- I (b)(20)(06) items of Partnership lucerne and gain shall be specially allocated tot ach such Limited Partner in au amount and manner sufficient to eliminate, to the extent regsired by the Regulations, the deficit in such Limited Partner's Capital Account as quickly as pv6abie, provided that art attocatioa pursuant to the this Section 4, 06 shall be made only if and to the extent that such Limited Partner would have a Capital Account below zero after all other allocations provided for in this Article IV have been tentatively made as if this Section 4,06 were not in the Agreement. Section 4.7 pecia1 Alfattatlons. (a) M uimum Gen Cbargeback. Except as provided in Regulation § 1.704-2(f), notwithstanding any other provision of this Aricle IV, if there is a net decrease in Partnersbip Minimum Gain during any Fiscal Year, each Partner shall be specially allocated items of Partrrerthip im come and gain for such year (and, if necessary, subsequent years) in an amount equal to such Pat-trier's share of the net decrease in Partnership Ivlinimum Gain, determined in accordance with Regulation §i,704-2(g) . Allocations pursuant to the previous sentence shall be made in proportion to thes respective arnotrus required to be allocated to each Partner pursuant thereto. The items to be so allocated salt to determined in accordance with § 1. 704-2 (f) (6) and 1. 704-2 (j) (2) of the Regulations.. This St; ction 4.07 is intended to comply with the minimum gaits chargetiack requirement in § 1.704-2(t) of the Regulations and shall be interpreted consistently therewith. (b) Par er Minima C>9i Chargebacl!. Except as otherwise provided in § 1.704-2(i)(4) of the Regulation notwithstanding any other provision of this Article IV except Section 4,07(a) , if there is a net decre se in Partner Minimum Gain attributable to a Partner Noor<'ecourse Debt during arty Partnership fiscal year, each Partner who ba•s a share of time Partners Minimum Gain attributable to such FortnerNvnrecourae Debt, determined in accordance with Regulations § 1.704-20)(5) , shall be speciti1ly allocated items of Partnership income and gain for such year (arid, if necessary, subsequen : years) in an amount equal to such Partner's share of the net decrease in Partner Minintuni Gain attributable to such Partner Nonreeourse Debt, determined in accordance with Treasury R ,egulatiou § 1.744-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each. Partner pursuant thereto_ The items to be so allocated shall be determined in accordance with § 1.704-2(i)(4) and 2(j)(2) of the Regulations. This Section 4.07 is intended to comply with the minimum gain chargebaek requirement in Page I 1 of 42 ajv1d,VOts APR-11-eZ WED 9@:e SEW CRPITRL RESOURCES CO 3e-'84517 § 1.704-2(iX4) of the Regulations and shall bt iute.;Nrcted consistently therewith. (c) Code Section 754 Arjusttnent. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to § 731(b) or 5743(b) is required, pursuant to Regulations 51.704-1(bX2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shah be treated as an item of gain (if the adjustment increases the basis of the asset) or Joss (ifthc ad in trneat decreases such basis) and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulation. (d) Non reennrite Dedt Jiontt. Nonrecou rats Deductions focally fiscal year or other period shall be specially allocated among the Partners itt proportion to their Percentage Interests. (e) artncr i~lanreEo se b uet3"q�g. Any Partner Nonrecourse Deductions for any fiscal year or other period shall be specially allocated to the Partner who hears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonarecourse Deductions are attributable in aecordatce with Regulations § 1.704-(2)(i)(1). (f) Cuxative Altocatio ts. The aUocatiot,s set forth in Sections 4.06 and 4,07(a), (b), (c), (d), and (e), hereof (the "Regulatory Allocations") are intended to comply with certain requirements of the Regulations. It is the intent of the Partners that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain,1oas, or deduction pursuant to this Section 4,07(4 Therefore, notwith tanditng any Other provision of this Article IV (other than the Regulatory Allocations), the General Partner shall make such offsetting special allocations of Partnership income, gain, loss, or deduction ir whatever manner it determines appropriate so that, after such offsetting allocations are triad,,, each Partner's Capital ACCottnt balance is, in the extent possible, equal to the Capital Account balance such. Partner would have had lithe Regulatory Allocations were not part of the Agreement and all Partnership items were Allocated pursuant to Sections 4.01(b). In exercising its disctertion under this Section 4,07(f.) , the General Partner shall take into account future Regulatory Allocations under SectionS 4.06, 4.07(a) and 4.07(b) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 4_07(d) and 4.07(e). (g) A1.loCatiQns R,galtting to_ Taxable Tssuance of PattnetiI ip interest. Any income, gain, loss, or deduction realized as a direct or indirect result of the issuance of a Pattttexship Interest by the Partnership to a Partner (the "Issuance Items") shall be allocated among the Partners so that, to the extent possible, the net amount of such Issuance Items, together with all other allocations under this Agreement to etch Partner, shall be equal to the net amount That would have bent allocated to each such Partner if the Issuance Items had not been realized. Page 12 of 42 AP12--1 I —Oa wEn eer:0' IEW CAPITAL RESOURCES CO Star 34317 ] V 14r 05'd P Section 4.tt Mlnlmuris A,Pocation to General 1,4rtiner. Notwithstanding any other provision to the contrary in this Agreement, not less than one (1%) percent of the Net Income, Net Losses and credits shall, in all events, be allocated to the General Partner for each fiscal year, or part thereof, of the Partnership pursuant to this Arti:le IV hereof. ARTICLE v, %GUTS, POWERS AND IIUTIESQF TUE PRT1 RS Section S I nights and Powers of General Partner. Except as may be expressly limited by the provisions of this Asrecrncnt, the General Partner shall have complete authority over and exclusive control and management of the business and affairs of the Partnership and shall devote such time to the Partnership as may be reasonably required for the achievement of its purposes_ The General Partners shalt be entitled to raaso_nable renurneration for services rendered to the Partnership. If not otherwise specifically stated, the references to action by the General Partner or by the Partnership shall mean only action. as provided in this Section 5.01. In connection with the management, the business and affairs oi'the Partnership, the General Partner may employ on behalf of the Partnership any other Persons to perform services for the Partnership. The General Partner, in their sole discretion, stall have the fullest power and authority permitted by law, and without limiting their authority and powers, the General Partner, shall have the right, if, as and when they deem necessary or appropriate, on behalf of the Partnership, subject to the terms and conditions of this Agre,ment: (a) To acquire and develop, operate, maintain, improve (including capital expenditures of any type) the Partnership Property in such manner and on such terms and conditions as'the General Partner shall deem necessary or appropriate; (b) To execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in, connection with the management, maintenance, and operation of Project, or in connection with managing the aft firs of the Partnership; (c) To exercise for the Partnership any and all rights, privileges and powers available tO the Partnership as holder of arty Partnership property ixieluding, without iimitatioo, the refinancing, recasting, replaceinent, renewal, consolidation, extension, modification and creation of encumbrances, mortgages and other secured indebtedness on the Partnership property or Any part thereof, and the modification, cancellation, extension or waiver of instruments, rights, options, and obligations pertaining to or affecting the Partnership Property or any part thereof, all upon such terms and conditions as the General Partner deems proper; (d) To borrow money for Partnership purposes, and in connection with such borrowing to execute Partnership Notes, to mortgage, pledge or otherwise encumber the property and assets held by the Partnership to secure the obligations of the Partnership, and include in such mortgage, pledge or other instrument of security, such provisions as may be required by the lender; Page 13 of 42 RpR-11-a3 WED 0e;0_ .JW CAPITRL R£SdtJROES GO 3® -3453/7 Jv lary P./5 1 (e) To consent to ttie initial execution, modification, renewal or extension of any obligations, whether or not secured, or of any lease, sublease or of any guarantees, or of any terms or provisions of any bitch guaranty, or to the release orally obligors under any such lease, or any such guaranty; to refrain from instituting suits or actions against such obligors; and to pay or to abstain from the payment of taxes, ground tent, water tents, sewer charges, asseSarnenis, Mortgage payments, insurance premiums, and maintenance i.xpcnses, all at such time or times and upon such terms and conditions and under such circumstances as the General Partner, io. her sole discretion, sttal.l deem proper; (f) To adjust, compromise, settle or refer to arbitrati,4zt any claims in favor of or against the Partnership or any nominee of the Partnership or any property held by the Partnership or its nominee, and to institute, prosecute and d<fend arty legal proceedings or arbitration proceedings as the General Partner shall deem advisable; (g) To perform or cause to be performed Ill of the Partnership's obligations under any agreement to which the Partnership is a party; (h) To take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary oar appropriate to accomplish the purposes of the Partnership; (i) To institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Partnership or the Partners in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith; (j) Expend the capital and revenues of th. Partnership in fur ,crane of the Partnership's business; (k) .Sell, transfer, assign, convey, trade, e::chauge, or otherwise dispose of alt or any portion of the real or personal property of the Partnership upon such terms and conditions and for such consideration as the General Partner deems appropriate; (t) To delegate alI or any of its duties hereunder and in furtherance of ariy such delegation to appoint, employ, or contract with any person the General. Partner natty in its sole discretion deem necessary, including entities owned or .:ontrolled by the General Partner, or desirable for the transaction of the business of the Partnership, which persona may, under the supervision of the General Partner, perform any of the following or other acts or services for the Partnership as the General Partner may approve, provided, however, that the General Partner shall continue to be primarily responsible for the perfornaattcx of all anon obligations; serve as the Partnership's advisor and consultant in connection with is olicy decisions made by the General Partner; act as consultants, accountants, correspondents, attorneys, brokers, escrow agent$, or in arty other capacity deemed by the General Partner necessary or desitable; investigate, select and, on, behalf of the Partnership, conduct relations with persons acting in such capacities and pay appropriate fees to, and enter into appropriate contracts with, or employ, or retain services Page 14 of 42 V.JU t1 e% LgJ V 1O/ VJO PPR-11-0Z WED I3e:O_ IEW CiP1TaL RESOURCES CO arc 345317 P.16 performed or to be performed by, any of them in connectlor, with the Partnership Property; and perform or assist in the performance of administrative or mr.uagerial functions necessary in the management of the Partnership; (m) Generally, to possess and exercise an., and all of the rights, powers and privileges of a Get cral Partner under the laws of the State o,tFlorida, Section 5,2 Dgiles. The General Partner shall nu nage and control the Partnership, its business and affairs, to the best of the General partncr's abili ty and the General partner shall use best efforts to carry out the business of the Partnership as set forth herein. The General Partner shall devotc such tithe to the business of the Partnership to t'°se extent necessary to conduct Partnership business for the greatest advantage to the Partnership and the General Partner shall realer to the Limited Partners, whenever reasonably requested by arty of them, ajust and faithful account of all dealings and transactions in relation to the bw iness of the Partnership. The General Partner shall execute such further doeumemts and take such further action as shall be appropriate t+Ls coz»ply with the requirements of the Act or other laws by which the Partnership is bound. Section 5.3 pealiu1s with Third Psrtae . Any party dealing with the Partnership may rely upon the action of the General Partner exercising Cher rights and powers authorized by this Agreement. No party dealing with the General Part -net -in relation to this Partnership shall be obliged to see to the application of any money or property leaned, paid, or trans£en ed to the General Partner or to see that the terms of this Partnership Agreement are complied with or to determine whether any action or failure to act on the part of the General Painter is in accordance with or authorized by tlx: terms of this Partnership. Every it.strument executed by the General Partner shall be conclusively interpreted in favor of every person acting thereon that (i) at the time of the delivery of such izastrument this Partnership was in full force and effect; (ii) said instrument was issued in accordance with the terms and provisions of this Partnership; (iii) the General Partner was duly authorized and empowered to execute such instrument_ The receipt given by them shall discharge said patty or parties, and they shall not he bound to sec to the application of any such money or property or be answerable for the loss or misapplication thereof Section 5.4 testrittIOns oq Authority of Genera .Part . (a) in addition to other acts expressly prohibited by this Agreement or by law, the General. Partner shall not have any authority to: (1) do any act or stiffer to exist any act in contravention of this Agreement; (ff) do any art which would make it impossible to carry on the ordinary busirtesa of the Partnership; execute or deliver any general assignment for the benefit of the Page 15 of 42 V4( 14/ GUV.S (J ..717) i ,`5r1 APR- 3 t-03 I4 00 :O4 EW CPPI'rr��- REsoURcB CO 3e'" -ae- t-z l�r. v l I l J V P.17 creditors of the Partnership; (iv) possess Partnership property of assign the rights of the Partnership in specific property for other than a Partnership purpose; admit a person as a General or Limited Partner except as otherwise (v) provided in this Agreement; or, (vi) knowingly or willingly do any act (except an act expressly permitted by this Agreement) which would cause the Partnership to become an association taxable as a corporation. (vt!) change or reorganize the Partnership into any other legal form., or cause the Partnership to enter into any Partnership or joint venture arrangement with any other Person, or own any equity interest in ally other Person; (vili) require the Limited partners to make any contribution to the capital of the Partnership not provided for herein (ix) make an. in -kind rather than in -cash distribution to the Partners of the assets of the Partnership; (x) tease, fora term extending beyond the term of the. Partnership, any portion of any real property owned by the Partnership, or sell, transfer or otherwise convey any real property owned by the Partnership (except that the prow sions of this Section 5.04 a (x) shall not apply to sales pursuant to Sections 5.011 and 11.02); (xi) cause the Limited Partners' Interest in the Partnership to be diluted, except pursuant to the terms of this Agreement; (xii) dissolve the Partnership, cxeept pursuant to the terms of this Agreement; (xlli) admit a new General Partner to the Partnership without the prior written consent of all of the Limited Partners and subject to receiving an opinion of counsel that such admissioti, sale, transfer or assignment will not jeopardize the status oldie Partnership as a Limited Partnership for federal income tax purposes; (b) Notwithstanditip, the generality of the foregoing, the General Partner shall not be empowered to do any act which would be in violation of the Act. Section 5,5 Rejgtbtar es ttemr of EzpgpLes. The Cener-a1 Partner shall be entitled to reimbursement from the Partnership for any expenses incurred by the General Partner in connection with the Partnership's business, including an allaable portion of expenses induced in connection with both Partnership and other activities, such p3rti0n to be determined oa any Page 16of 42 APR —I I—O3 WED 09:f a EW CIPITRL RESOURCES CO aet.-3453I7 t reasona1 o basis selected by the General Partner consistent .vieh good accowitinpoilehe;S. Such reimbursement shall also include all formation and organization expenses and costs of olf sing and selling interests in the Partnership. Section 5.6 Cattg e tlgln of Getter -al Partner. The General Partner shall be compensated for services performed under this Agreement Seaton 5.7 Oth s._A_cii ties. The General Partr r and any Limited Partners, may, notwithstanding the existence of this Agreement, engage in or possess an interest in any other business or venture of every mature and description, independently or with others including. but not limited to, the ownership, financing, leasing, operation, :xnagement, brokerage and development of real property, whether the same be competitive with the Partnership or otherwise, without having or incurring any obligation to ot'fi'.r any interest in such activities to the Partnership or any patty hereto. Neither this Partnership Agreement nor any activity undertaken pursuant hereto shall prevent the General Partner from engaging in such activities, or rettuire the General Partner to permit the Partnership or any Limited Partner to participate in any such activities and as a material part of the consideration fot the limited partner'& execution hereof and admission of such Limited Partner, each Limited Partner hereby waives, relinquishes and renounces any such right or claim of participation. Sections 5.8 Neeative covenant_ of L1m. red Pastnsr. (a) No Limited Partner shall: , (1) take pant in the tnaiAgement or control of the Partnership affairs, or have the right or authority to act for or bind the Partnership, such power to vest solely and exclusively id the General Partner, (li) be paid any salary or to have a Partnership drawing account; 011) withdraw Of reduce the Limited Partner's Capital Contribution except as a result of the dissolution of the Partnership or as otherwise provided by law; (iv) cause the termination or dissolution of the Partnership by court decree or otherwise (including by court decree under Section 620.715, P.S•, es amended from tithe to time) such right being specifically, waived by the Limited Farther; or (j) its Capital Contribution. (b) Notwithstanding the foregoing, the Li.;nited Partner shall be entitled to exercise any or all of the powers set forth in Section 620.I29. P.S. without being deemed to participate in the control of the business of the Partnership. Among the pcwnra which may be exercised by the Limited Partners are: demand or receive property other than cash in return for his/her or Page 17 of 42 P' Llvla/VDrs APR-1 WED 06:0° IEW CAPITAL RESOURCES co 3Or *$4saI7 (1) request a meeting of the Peru .ers, and (11) approving the sale, exchange, refinance, mortgage, assignment, pledge or other transfer of, or granting of a Security interest is any or all of substantially all of the assets of the Partnership. ARTJCT, YL , (ECORDS AND ACCO(J1 T1NG. Section 6.1 pocks of Aecovnt. The General Partner shall keep or cause to be kept complete and true books of account of the Partnership in accordance with the accounting method followed by the Partnership for federal income tax purposes and otherwise in accordance with the sound accounting principles and procedure's applied on coasisteot basis, which shall reflect all Partnership transactions anal shall be appropriate and adequate for the Partnership's business. Such books of account, records and documents of the Partnership shall be kept at the principal place of business of the Partnership and each Limited Partner and the Limited Partners authorized representative shall have at all tithes, during normal business hours and upon reasonable notice, free access to and the right to inspect and copy, at each Limited Partner's (THIS SPACE SRALL $E rNTENTIONAK,LY LEFT BLANK) APR- 11-03 WED 0010. _EW CAPITAL REGOURCES CO 30." '4.;i3I I 020/058 P _ 20 expense, such books of occount. Section 6.2 flnanelnt_$eport&u l Tens Return. (2) As soon as practicable after the close of each fiscal year, but in no event Inter than seventy-five (75) days after the dose of any such year, the General Partner shall deliver to each Partner an annual unaudited financial report of the Partnership for such fiscal year, including a Balance Sheet, a Profit and Loss Statement, Analysis of Partners' Capital Accounts and State.merit of Cash Flows and a statement showing distributions to the Partners and allocations to the Partners of Partnership Profits nt Lnsse<s (Le., taxable income, gains, losses, deductions, credits, items of tax preference, etc.), aad such other information as is reasonably available to the Partnership which may be helpful in determining the amount of taxable income to be 'included by each Partner in his federal, state and local income tax returi far such year. Such annual statement shall also be provided to any person who was a Partner at any tithe during the year covered by such annual statements. (b) The General Partner shall cause the Partnership's accauntarit to prepare or review the federal, state and local tax returns of the partnership far each fiscal year and shall timely file such returns and such returns shall be completed. on the method of tax accounting deemed appropriate by the General Partner in accordance with Section 6.05. Section 6.3 fiscal Y ar. The fiscal year of the Partnership for both reporting and federal income tax purposes shall begin with the first day of Sanitary and end on the 31st day of December in each calendar year. Section GA Bank Aecsutnta. Exoept as is otherwise expressly provided for its this Agreement. the funds of the Partuersbip shalt be deposited in such bank account of accounts, or invested in such interest -bearing or non -interest -bearing investments, including, without limitation, checking and savings accounts, certificates of deposit and rime or demand deposits in commercial balls, United States government securities, securities guaranteed by United States government agencies, bankers' acceptance, Eurodollar deposits anti notes, both fixed rate and floating, securities issued by money market mutual funds, savings and loan association deposits, deposits in members of the Federal Home Loan Bak System or commernial paper, rated A-1 or Standard & Poor's Corporation or Prime-1 or better by NCO/Moody's Comnniercial Paper Division of Moody's Investor Services, Inc., or the successor to any of them as shalt be designated by the General Farmer from dine to time. Such funds shall at all times be kept separate from those of any General Partner and/or Related Person and shall be used solely for the Project. Withdrawals therefrom and tras,sacdions therewith shall be made upon such signatures as the General Partner, while acting as such, may determine. Section 6.5 Ater .nting Decisiazisand Tax Eieoions. All decisions as to accounting matters and tax elections, except as specifically provided to the contrary herein, Page 19 of 42 V 4/ 1 4 / 4 V V J 1 6. J a r m n APR-1I-0 WEv Qo=$6 cId Cr'P1T L RESOURCES CO 3v%r'4517 d ; required or permitted to be made by the Partnership shall be made by the General Partner in a manner as will, in the General Partner's opinion, be most , ivairtageous to the Partner. Such decisions shall be based on the advice of the Partnership's accountant, upon which the General Partner shall rely. Section 6.6 �ecial Basis Adiug.xnent. in conrk'ctiin with any assignment or transfer of ao Interest permitted by the terms of this Agreement, the General Partner shall cause the Partnership, at the written request of the transferx4 the transferee or the successor to such Interest, on behalf of the Parmership and at the time rxrd in the manner provided in Regulation § 1.754-1(b) (or any like statute or regulation tint in effect), to make an electio a to adjust the basis of the Partnership's property in the manner provided in § 743(b) of the Code (or any like statute or regulation then in effect), and such O'aasferec shalt pay all costs incurred by the Partnership in caW3eetion therewith, including without limitation, reasonable attorney$ and accountant fees. if the foregoing election is made by tit Partnership, the Partnership shall make the adjustment to basis as aforesaid for ail subsequent transfers of a Partnership Interest. Seel) n 6.7 Tax Matter J'artper. The General Partner shall be the "Tax Matters Partner" for purposes of § 62l1 through § 6232, inclusive of the Code, to manage administrative tax proceedings conducted at the Partnership level by the Internal Revenue Ser.'i a with respect to Partnership matters. Any Partner has the right to participate in such administrative proceedings relating to the determination of Partnership items at the Partnership level. Expenses of such administrative proceeding undertaken by the Tax Matters Partner wilt be paid for out of Partnership assets. Each Limited Partner- who elects to participate in such proceedings will be responsible for any expenses incurred. by such Limited Partner in connection with such participation. Further, the cost of an/ adjustments incurrod by such Limited Partner In connection with such participation. Further, the cost of any adjustments to El Limited Partner and the cost of any resulting audits or adjustments of a Limited Partner's tax return will be borne solely by the affected Limited Partner. Section 6.8 Withholding Renuirea11 1 s (a) Notwithstanding any other provision of this Agreement, the General Partner is authorized to rare any action that the General Painet determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements under § 1441, 1442, 1445 or 1446 or any other Section of the Code. In the General Partner's sole discretion anoi as provided for in Treasury Regulations protmtlgated under the Code or in any other Section of the Code, the General Partner 'may elect oa withhold a portion of any distribution made to Partners who are foreign persons or entities or who fail to provide the Partnership au appropriate certificate of non -foreign status or other documentation in accordance with the applicable provisions of such Treasury Regulations or section. (b) The General Partner is authorize d to take any action the General Partner deems to tle necessary or appropriate to cause the Partnership to comply with any other Page 20 of 42 P.21 AFR-11-e3 WED ee:07 EW CRPITAL REs'OLRCES Co a03-'i4E3517 Pa.:22 withholding requirements applicable to foreign persons or entities under the Cede, including without limitation withholding tax from Distributions to Inrt ers that are ibreign persons or entities that fail timely to provide Form 4224 or such other documentation as is required by the Code to relieve the Partnership of any otherwise applicable withholding obligation. MTICI E VII IJABILITY AND INJEMNIF'1;CAT1ON o_y Tm_GYAERALSAKTJas Section 7.1 keturn oLCapitICoat rb-44 u. Unless this Agreement or a Separate document or documents provide otherwise to the couotaxy, the General Partner shall not be personally liable for the return of the Capital Centribations of the Limited Partner, or any portion hereof, it being Expressly understood that any suck return shall be made Solely fxon Partnership assets. Section 7.2 Liannity for Actions qr Omissions. No General. Partner shall be liable, responsible or accountable in damages or otherwise to any of the Partners or the Partnership for any act or o nnnslon of the General Partner in good faith on behalf of tt,c Partnership and in a manner reasonably believed by the General Partner to be within the scope of the authority granted to the General Partner by this Agreement and in the best interests of the Partnership. The foregoing shall not relieve the General Partner of liability for fraud, wilful misfeaEnnre. gross negligence or negligence. Section 7.3 IndeinualficuitionnyinTinennhin. The Partnership shall and hereby does indemnify, defend and save barhlless the General Partner from and against any Claim, loss, expense, liability, action or demand incurred by the General Partner in respect of any omission tto act or of any act performed by the General Partner, in the good faith belief that the General Partner was acting or refraining from acting within the scope of the General Partner's authority under this Agreement on behalf of the Partnership or in furtherance of the Partnership's inttt'ests. ARTICLEYW- rONV ER OF AATroRma Section 8.1 A,ppoint e . (a) Tl .clt ' Limited Partners hereby make, constitute and appoint the General Partner, and any successor General Partner, with full power of substitution and xesubstitution, duly appointed in accordance with the provisions of this A reement, his or its true and lawful attorney -.in -fact for it and in its name, place and stead and for his use and benefit, from time to Page 21 of 42 V Y/ I Y/ LV0 0 1J uV I- 41/t tyj V L 1. ! v V PPR-11-03 WED oe=UF EW CAP.TTRL RESOURCC.7 CO 30,..-1545317 P-2� (I) To file and record any separate Certificate or amended Certificate which is required to be filed or which the General Partner deems advisable to file; (ii,) To make, file and record, all :agreements amending this Agreement, as now or hereafter amended, that may be appropriate to reflect or effect, as (A) a change or the name or the location of the principal place of business of the Partnership, (R) die Transfer or acquisition of any interest in the Partnership by a Limited Partner or a General Partner in any manner permitted by this Agreement, (C) a Person, becoming a Substituted Limited Partner of the Partnership as permitted by this Agreement, (p) a change in any provis ion of this Agreement effected by he exercise by any Person of any right or rights hereunder; and (E) the dissolution of the Partnership pursuant to this Agree ent; (iii) To make such certificates, insvircteuts and docuiuenz as may be required by, or may be appropriate under, the laws of Florida in connection with the use of the name of the Partnership by the Partnership; and (iv) To make such certificates, instruments and documents as such Limited Partners may be squired, or as may be appropriate por such Limited Partners to make, by the laws of Florida to reflect: (A) a change of naive or address of such Limited Partner, (11) any changes in or ames,dtmertts of this Agreement, or pertaining ding to the Partnership, of any kind referred to in this Section, and (C} any other changes in or amendments of this Agreement in accordance with Article Jill bereof (v) My instrument which the General Partner deems to be m the best interests of the Partnership to file and which is not in consistrit with the provisions of this ,Agreement. Page 22 of 42 vvF iYJ LV VV IJ JO r (1A APR--11-e3 WED @4=e` SEW CAPITAL RESOURCES CO Z.O., 45I7 P 24 (is) Each of the agreements, certificates. i:astrumeuts and documents made pursuant to Section 8.01(a) shalt be in such form as the General Partner and counsel for the Partnership shall deem appropriate. The powers conferred by this Article to make agreements, certificates, instruments and documents, shall be deemed to include without limitation the powers to sign, execute, acknowledge, swear to, verify, deliver, file, record or publish the same. (e) The Limited Partners authorize the General Partner as such attorney -in -fact to take any further action which the General Pager shall consider necessary or advisable in connection with any action taken pursuant to this Section 8.01 hereby giving the General Partner as such attorney -in -fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be dole in and about any action taken pursuant to this Section 8.01 es fully as such Limited Partner might or could do if personally present, and hereby ratifying and confirming all that the General Partner as such attorney -in -fact shall lawfully do yr cause to be done by virtue of this Section 8.01. Section 8.2 frrevocabilitys3lannex of Exercise. The power of attorney granted pursuant to Section 8.01: (a) Ts a special power of attorney coupled with an interest and is irrevocable, (b) May be exercised by the General Partner as such attorney -in -fact, by Listing all of the Limited Partme*s executing any agreement, certificate, instrument or document with the single signature of the General Partner acting as anorney-in-face for all of them; (c) Shall survive the Transfer by the Limited Partners of the whole or a portion of his or its interests, except that where tire purchaw, transferee or assignee thereof with the consent of the General Partner is admitted as a Sntstituted Limited Partner, the power of attorney shall survive the Transfer for the sole purpose of enabling such attorney -in -fact to e> ecute, acknowledge and swear to and file any such agreement, certificate, instrument or document necessary to effect such substitution; and (d) Shall, to the extent permitted under the laws of the domicile of the Limited Partner, survive the death, incapacity or incompetency of a Limited Partner. ARTfCGEt: ITfI w O1� EMMA ' A GEJIER.AL, gART ERN$ OE GE , AR R'S i 'E I SUUCESSOB OR ADDIxiQNAL ENERmL p,4RTNER Section 9.1 Removal_of a Generaltartnez. (a) Limited Partners holding at least fifty-one percent (5I%) able Page 23 of 42 VY/1Y/ LVVJ 10 JJ I /l.� APF-1 I-03 WED BF3 :05 E47 Gf1PITAL R8OUFZCEB CO S05P,;'45.a17 P.25 Percentage Interests shall ,have the right to remove a General Partatr for cause. If a General Partner is removed fuJw the Partnership, that General Partnt r shalt retain all of his Percentage Interest in the capacity of a Limited Partner. (b) The following shall be grounds for removal for cause of a General Partner: (it) Any intentional misconduct of failure to exercise reasonable care in the discharge of its duties and obligations as a General Partner; (ti) Arty intentional material failure to meet obligations or cavenants under this Agreement, or any intentional material violation of any other provision of this Agreernent or any provision of applicable law; or (iai) Conducting the General Paetner`s own affairs or those of the Partnership in such manner as would intentionally cause the termination of the Partnership for federal income tax purposes ar would cause it to be treated as an association taxable as a corporation. Section 9.1 Resignation or_Witlu3rawalcif a G iieral Pander. A General Partner may not resign or withdraw from the Partnership without providing sixty (60) days prior written notice to all Limited Partners and, if there is no remaining General Partner, providing a successor General Partner pursuant to Section 9.05. Section 9.2 Transfer of Interest, A. General Partner may not transfer or sell any portion of the General Partner's Partnership Interest without the prior Consent of the Limits[ Partners holding filly -one percent (51%) of Limited Partnership Interests; provided, however, this Section shall not apply to a sale or transfer pursuant to a resignation or withdrawal of General Partner in accordance with Section 9.02 or to the p1+:dge or assignment of a General Partner's Partnership Interest to a lending institution as security far borrowing by that Generals Partner or as security for borrowing by or on behalf of the Partnership. Section 9.3 Cgntinuing Liability. If a General Partner withdraws from the Partnership pursuant to Section 9.02, sells or transfers his partnership Interest pursuant to Section 9,03, or is removed pursuant to Section 9.01, that General Partner shall be, and shall remain, liable for all obligations and liabilities incurred by hint as a General Partner before the effective date of that occurrence but shall be freo of any obligations or liabilities incurred on account of the activities of the Partnership from and after tit date. Section 9.4 Admission ofj.5uccessor or Addition" General Partner. A General Partner may at any time designate one or more additional Persons to be a General Partner, subject to the General Partner and that Person agreeing upon the Partnership Interest of that Person as a General Partner, and provided that the Interests of the Limited Partners shall riot be affected thereby. That Person shall become e a successor or additional General Partner only upon meeting the following conditions: Page 24 of 42 es 12j VLO/ V:J6 RFR-1 1-03 WED 00 = 1 NEW CRPI TRL RESOURCES CO 3P45317 P. 26 (a) The admission of that Person shall hare been consented to by the Limited Partners. (b) If the designated Person is a corporation, it shall have provided the Partnership with evidence satisfactory to the Partnership of its authority to become a General Partner and to be bound by terms of the Agreement; (c) The designated Person shall have accreted and agreed to be bound by all the terms and provisions of this Agreement; (d) The admission of the designated Person is in conformity with the Act and none of the actions taken in connection with the admission of the designated Person will cause the termination ox- dissolution of the Partnership or will cause it to be classified other than as a Partnership for federal income tax purposes; and (e) Any required or appropriate amendments and filings required under the Act shall have been properly performed_ Section 9.5 Effect of Bankruptcy. Death. Withdraws) Ditssg)ytiott or co etency of a General Partner. (a) In the event of the Bankruptcy, adjudi:atiun of incompetency, withdrawal, death or dissolution of a General Partner, the business of the Partnership shall be dissolved, unless refo[m x1 pursuant to Section 11,03 hereof_ (b) Upon the occurrence of any such ever t, that General Parttaer shall itnanncdiatety c-ease to be a General Partner and his or her interest shall terminate; provided that the termination shall not affect any rights, obligations, or liabilities of the bankrupt, deeessed, dissolved, or incompetent General Partner then existing (wbl,ther or tot those rights, obligations or liabilities were known or had matured) or the value, if any, of the interest of that General Partner, ARTICLE X, T1t AN5FER OF LIMLINPI}',A.I{T'NEIi,S INIERESTS Section 10.1 Trauafer oUnterest of Limited Paripers. (a) Dina Dissolutiotm. The withdrawal of a Limited Partner, the adrnis5ioti of a Limited Partner or the assignment by a Limited Partner of his or its interest in the Partnership Shall not dissolve or terxl'linatc the Partnership. (b) ,Requirement fot3ransf r. Except fs otherwise provided in Sections 10.01(c), 10,02 an:d 10,03, a Limited Partner or the transferee: of a Limited Partner may Transfer Page 25 of 42 �)•4/ 14/GV6'p IJ 67 rnA 1.2j V 1_ I/ V J V APR-11--95 WED 00:i 4EW CAPITAL RE?VVRCES CO r5.0 345Z17 P_2T all or part of its interest in the Partnership, provided (i) that he transferee, if an individual, is at least 21 years of age, (ii) that the transferee exeaures an instrument reasonably satisfactory to the General Partner accepting and adopting the provisions and agreements set forth herein, and (iii) the General Partner shall consent to such Transfer, which consent may be given or withheld i11 the General Pertner's sole discretion, provided, however, that such consent shall be withheld if the transferor Limited Partner does not obtain a legal, opinio.a, acceptable to counsel for the Partnership, that (1) such Transfer would not result in the clOse of the Partnership's taxable year with respect to all Partners, the impairment of the ability of '..he Partnership to be taxed as a Partnership, in the termination of the Partnership within the meatuing of §708(b) of the Code, or in the termination of its status as a Partnership under the Code, and {2) such Transfer does not violate any provision of any federal or state securities law, (c) Requirements tar Substitution. No transferee of the whole or a portion of a Limited Partner's interest in the Partnership shall have the right to become a Substituted Limited partner in place of his assignor unless and until all of the following conditions are satisfied: (i) A duly executed and acknowledged written instrument of Transfer approved by the General Partxter has been filed with the Partnership setting forth the intention of the transferor that the transferee become a Substituted Lirnitsd Partner in his place. (if) The transferor and transferee txecute and acknowledge such other instruments a:r the General Parincr may reasonably deem nel:essary or desirable to effect such substitution, including the written acceptance and adoption by the transferee of the provisions of this Agreement, and the execution, acknowledgment and delivery by the transferee of a power of attorney containing the powers provided for in Section &DI hereof. (iii) The written consent of'the General Partner to such substitution shall be obtained, the granting or denial of which shall be within the sole and absolute discretion of the General Partner, (iv) A reasonable transfer fez has been paid to the Partnership sufficient to cover all reasonable expenses connected with tie transfer and substitution. (v) An appmpriate amendment of the Certificate has been duly filed and recorded, if required by law_ The General Partner agues to file such amendment and cause it to be recorded promptly after the conditions specified in subparagraphs (i) through (iv) above have been satisfied, -Any Transfer, pledge or other disposition of Limited Partnership Interests made or attempted in contravention of the restrictions of this Section 10.01 is void. Section 1.0.2 Death. Bankruptcy or Incompetence of a Limited Partner, The death, Bankruptcy or adjudication of incompetence of a Limited Partner will not cause a termination or dissolution of the Pat t,tcrship, and the business of the Partnership shalt continue. Page 26 of 42 APR -Si -OS WFD 00:1 NEW CAPITAL RESOURCES CO 3Q"345Ii IY O/LUO P.28 (a) la the event of the death or legal incompetency of an individual Limited Partner, except as hereinafter provided in this Section 10.02, his personal representative or guardian shall succeed to his interest in the Partnership and shall be liable for all the liabilities and obligations of the deceased Limited Partner under this Agreement, but shall have the right to become a Substituted Limited Partner only in accordance yr th the provisions of Section 10.01. For the purpose of settling the estate of the deceased Limited Partner, the personal representative shall have only such rights of a Limited Partner as are necessary for such Purpose- (b) Upon the Bankruptcy of a Limited Partner, or the dissolution or other cessation to exist as a legal entity of a Limited Partner who is not an individual, the authorized representative of such Person shall have all the rights and Obligations of such Limited Partner and such power as such entity possesses to constitute at>. assignee 1t a successor of its Limited Pazmet's Interest(s) and to join with such assignee in malting application to substitute such assignee as a Limited Partner. Section 10.3 Xrfectiveness_fTransfer. (a) The Transfer by a Limited Partner ar .a transferee of a Limited Partner, with the consent of the General Partner, of all or part of his Interest ha the Partnership shall become effective on the first day of the month following receipt by the General Partner of evidence of such Transfer in form and substance reasonably satisfactory to the General Parttrer and a transfer fee sufficient to cover all reasonable expenses of the Partnership connected with such Transfer, and provided that the General Partner has consented to such Transfer in accordance with Section 10.01; provided further that the General Partner may, in his sole discretion, establish an earlier effective date for the Transfer if requested to do so by the transferor or transferee, or required by the Regulations. (b) No 'Transfer ()fan Interest in the Partnership or any part thereof which is in violation of this Article shall be valid or effective and the Partnership shall not recognize the same for the purposes of allocating Net Income and Losses, making distributions of Distributable Cash or Sale or Reflnancirtg Proceeds. return cfCapital Contribution or other distributions with respect to such Interests in the Partnership, or part thereof. The Partnership may enforce the provisions of this Article either directly or indirectly or through its agents by refusing to register or Transfer or permit the registration or Transfer on its books of any proposed Transfers not in accordance with this Article X. (c) The Partnership shall, from such time as Interests in the Partnership are registered its the name of the transferee on the Partnership's books in accordance with the above provisions, pay to the transferee all further distributions or other compensation by way of inc or return of capital, on account of the Interests transferred. Until the registration or Transfer on the Partnership's books, the General Partner may proceed as if no Transfer has occurred. (d) Any Person who is the assignee of all or any portions of a Partnership Interest, but does not become a Substitute Limited Partner, snail become art Interest Holder with the rights of such Persons as set forth in Section 620.152(e) of the Act. Page 27 of 42 APR-71-03 WED 08=1: 4EW CAPITAL RESOURCES CO-3'0545317 P.29 Section 104 Ettr a£e °flute -rest in Partnership by (:;eyieent Partner. if a Gcucrai Partner acquires an interest in the Partnership as a Limited Partner, such General Partner shall, with respect to such interest in the Partnership, enjoy all of the rights and, except as provided in Section 11.01(a), be subject to all of the obligations and dut es of a Limited Partner,provided, however, a General Partner shall not acquire directly or indirectly (within the meaning of § :1 tt ofthc Code) such interests in the Partnership if such acquisition would give the General Partner eighty (SO%) per cent or more (but less than one hundred (1 )0%) per cent) of the interests in the Partnership owned by Limited Partners, and provided further that such acquisition of such interests, in the Partnership shall not reduce any liability of the General Partner under this .Agreetneat, ARTICLE XL. pISSQLi3I'1QIV: SUCCESSOR pAKTNE IP W1NDTNG UP. LIQUIDATION An_ TERMIVATW Section 11.1 PIssolution of Partnership. The Parnlership shall dissolve on December 31, 2035, or upon the earlier occurrence of any of the following events: (a) The Withdrawal of the 13enerat Partner Ono General Partner remains after such Withdrawal and the Limited Partners do not elect to co -air -toe the Partnership under Section 11.02; (b) Upon the mutual agrees ent of the GeAeral Partner and Limited Partners having art aggregate of at least fifty one (51%) percent of Partnership Interests in the Partnership setting forth their determination that the Partnership should be dissolved; (c) The sale or other disposition (including, without limitation, taking by eminent domain) of ail or substantially all of the assets of thri Partnership, unless such sale or other disposition involves any deferred payment of the consideration for such sale or diispasition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment; (d) The entry of a decree of judicial dissolution by a court of competent jurisdiction under the Act; or (e) The happening of any other event that makes it unlawful, impossible or impracticable to carry on the business of the Partnership under the Act or otherwise. Section 11.2 Liquidation. (a) Upon the occurrence of ari event causing dissolution of the Partnership under this Article XI, if the business of the Pattrtership is nol continued pursuant to the provisions of Section 11.03 hereof, the affairs of the Partnertbip shall be wound up. The Page 23 of 42 } APR-11—D �, WED e10:2 NEW CAPITAL RE-sCURCES c0 ao'"9 453i7 10_30 w - Liquidating Trustee shall proceed without any utmecessaty ielay to sell or otherwise liquidate the Partnership assets and shall apply and distribute the proceeds df such sale or liquidation as set forth in Section 1 Z.04 hereof. The Partners shall continue to share Net Income or Losses, Cash Flow and other items of the Partnership during the dissolution period in accordance with the provisions of Article IV_ The fair market value of the respective remaining Partnership assets shall then be determined as of t ie date of dissolution, with the fair market value of any assets other than cash being determined by an independent appraiser who is a member of a nationally recognized society of appraisers selected by the Liquidating Trustee. Unless otherwise expressly provided for in this Agreement or in a separate document or documents, if such distributions are insufficient to return to any Partner thi; foal amount of the Partner's Contribution, the Partner shall have no recourse against any other Partner. If it becomes necessary to make a distribution of all or any portion of Partnership assets in kind for any reason during the term of the Partnership or upon dissolution thereof, such property shall be transferred and reassigned to the distributees (subject to arty liabilities attached thereto) as tenants in common, so as to vest in them interests in the whole of such property in proportion to their respective rights to share in the proceeds of the Bale of such property at its Gross Asset Value in accordance with the proYisions of Section 11.04 hereof. (b) The winding up of the affairs of the Partnership and the distribution of assets shall be conducted exclusively by the Liquidating Trustee, who is hereby authorized to do aft acts authorized by law for these purposes. The Liquidating Trustee, if other than the General Partner, sba11 be entitled to receive such compensation for it:i services as Liquidating Trustee as may be approved by the vote of the Limited Partners who own fifty-one (51%) percent or more of the Interests owned by the Limited Partners. The Liquidating Trustee shall agree not to resign at any time without sixty (60) days prior written notice and, if other than the Ceneral Partner, may be rettnovcd at any time, with or without cause, by written notice of removal approved by the majority vote of the Limited Partners_ upon dissolution, removal or resignation or the Liquidating Trustee, a Successor and substitute Liquidating Trustee (who shall have and succeed to all rights, power and duties of the original Liquidating Trustee) shall be selected within ninety (90) days thereafter by the vote of the Limited Partners who own fifty-one (51%) percent or more of the Interest owned by the Limited Partners. ie no guars) is selected to be the Liquidating Trustee within the tinnre periods set forth above, any Partner may make application to a court of the State of Florida to wind up the affairs of the Partnership and, if deemed appropriate, to appoint a Liquidating Trustee. The right to appoint a successor or substitute Liquidating Trustee in the manner provided herein shall be recurring and continuing for so long as the funotionS and services of the Liquidating Trustee are t,tithorized to continue under the provisions hereof, and every reference herein to the Liquidating Trustee appointed in the manner herein provided_ .Except as expressly provided in this Artier. XI, the Liquidating Trustee appointed in the manner -provided herein shall have and may exercise, without further authorization or consent of any of tlae patties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to nil of the applicable limitations, contractual or otherwise, upon the exercise of such powers) to the extent necessary or desirable to. the good faith judgment of the Liquidating Trustee to carry. out the duties and functions of the Liquidating Trustee hereunder (including any addition to the Reserve Account for liabilities that are contingent or uncertain in amount) for and during such period of time as Page 29 of 42 APR-IX-03 WED OAIIC EW CAPITAL RESOURCES CO 3e 34S317 shall be reasonably required in the goad faith judgment of the Liquidating Trustee to complete the winding up and liquidation of the Partnership as provided for herein, Without limiting the generality of the fbregoing, the Liquidating Trustee, in carriing out such winding up and distribution, shall have full power and authority to sell, assign transfer and encumber all or any of the Partnership assets. Notwithstanding such power, if the business of the Partnership is continued pursuant to Section 11.03 hereof, no sates shall Lis made except for such sales as may be necessary ill the discretion of the Liquidating Trustee. (c) Lrpon the completion of the dissolution and liquidation of the Partnership and the distribution of all Partnership assets, the Partncrshin shall terminate and the Liquidating Trustee shrill have the authority to execute and record a Cerrff cute of Cancellation of the Partnership as well as any and all other documents required to effectuate the dissolution Arad termination of the Partnership. The Liquidating Trustee, however, shall retain full authority to direct disbursement and/or distribution of funds held in any reserve. pursuant to the terms of Section I1_05. (d) The Liquidating Trustee shall be indemnified and held harmless by the Partnership from and against any and all claims, demands, liabilities, costs, damages and causes of action of any mature whatsoever arising out of or incidental to the Liquidating Trustee's taking of any action authorized under,, or within the scope of, this Agreement; provided, however, that the 1,iquidatirn Trustee shall not be entitled to indemnification where the claim at issue arose out of: (i) A matter entiltely unrelated to the Liquidating Trustee's acting under the pr'ovisiens of this Agreement; or (ii) The proven gross negligence or proven -fraud of the Liquidating 'rrustee. Section 11.3 Elect ot, to GWgIj' o usiness, Upon the occurrence of an event causing dissolution under Article XI (but not an event that makes it unlawful, by judicial order or otherwise, ibr the business of the Partnership to be continued), the Partnership shall not be dissolved and liquidated if the Interest Molders, if and to the extent permitted under the Act, within ninety (90) days of such event, elect to carry on the business of the Partnership and, if necessary, elect one or more substitute, General Partners, by the affirmative vote of at least one hundred (100%) percent of Interest Holders. The new Gene,.al Partner or General Partners must have the capacity to serve as such and must be able to meet any requirements then imposed by the Code or any Regulations with respect to General Partners of Limited Partnerships in order that the Partnership not become an association taxable as a corporation. If such Interest Holders shall exercise such right to continue the business of the Partnership, the person appointed by them as the new General Partner and each of the Interest Ha.'ders shall execute, acloaowledge acid file a Certificate of Amendment and amendment to the Agreement of Limited Partnership. The Certibente and Agreement of Limited Partnership shall conitaiin substantially the same provisions as those contained herein, except that the new General P'artnnr shall be allocated such share of the Net Income, Losses and distributions of tilt. Partnership or shall be paid such fees, in either Page 30 of 42 APR--i i-03 WED eo:I 4EN CAPI YAL RESOURCES CO 30'r,a453I 7 i case, as the Insterest Holders appointing such, new General Parer shall determine. Such new General Partner shall indicate bens acceptance of the appointment by the execution of such Certificate and amendment to the Agreement of Limited Partnership. Section 1 I A plstributton on Liquidation. As exaeditiously as possible but in no event later than required by Treasury Regulations § 1.704-1(b) (2) (ii) (g) , the Liquidating Trustee shall distribute the Partnership assets in the followin,g order of priority: (a) Payment of or provision for (whether by the establishment of a Reserve Account as the Liquidating Trustee shall deem appropriate or otherwise) all Indebtedness of the Partnership in the order and priority provided by law; (b) Payment of all expenses of the liquidation, including legal and accounting fees; (c) Addition to the Reserves Account for contingencies as the Liquidating Trustee deems necessary; (d) Any stalls not disbursed or Restxved in accordance with the foregoing provisions shall be distributed as follows: (i) First, to and among the Partners having positive balances in their Capital Accounts to the extent of such positive balances, as adjusted pursuant to the de rtition df Gross Asset Value and Article IV, in the tatio that the positive balance in each of their respective Capital Accounts bears to the aggregate of all positive balances in Partners' Capital Accounts; and (ii) Second, the balance, if any, shall be distributed one percent (1 %) percent to the General Partner and ninety-nine percent (99%) percent to the Interest Holders, pro rata in accordance with their respective Percentage Interests, When the need for the Reserve Account shall have ceased in the sole discretion of the Liquidating Trustee, all amounts therein shall be disbursed t7 the Partners in aocA rdance with the provisions of this Section 11,04. Section 11.5 klestoratiort of Deficit Capital_A.c ount. No Partner with a negative balance in its or his Capital Account shall have any obligation to the Partnership or any other Partner to restore said negative balance, In addition, no partner of any Partner that is a partnership shall have any liability to the Partnership or to any partner for any deficit balance in such partner's capital account in the partnership in which it is a partner, Purthennore, a negative balance iri a Partners capital account shall not be deemed to be a liability of such Partner or an asset or property of the Partnership (or any Partner). Nothing herein shall affect any obligation of any Partner to contribute capital to the Partnership that is required to be made by the other teens and conditions of this Agreement. Page 31 of 42 AFR—II—Q3 WEP 13O:L` aEW CAPITRL RESOURGEO CO 312"T..=4'.5317 P.33 The other provisions of this Agreement notwithstanding, if the Distributions to be made to the Partner upon dise.olutioi. and liquidation of the Partnership would cause any Partner to have a negative balance in the Partner's Capital Account aml arty other Partner(s) to have a positive balance, such Partner shall relinquish to he other Partners who have a positive balance in their Capital Account such amount of any pmceeds which would otherwise be distributable to such Partner upon dissolution and termination of the Partnctship as will resutt in the avoidance (or reduction to the maximum extent possible) of such nega'ive balance in its Capital Account. The amount of proceeds relinquished in accordance with tht preceding sentence shall be distributed to Partners with a positive balance in their Capitol Account in the proportion that such Partners positive balance in its or his Capital Account bears to the total of all positive balance in the Capital Accounts of the Partners. Section 11.6 Accounting. Upon distribution of the Partnership assets upon liquidation, each Partner shall be furnished with a statement prepared by the accountants setting forth the assets and liabilities of the Partnership as of the date of conr2lete liquidation. A7Z E X�I_ AMENDMENTS Section 12.1 Proposal aad Adoption of Amendments in General. (a) A.tn.endrnents to this Agreement to reflect the addition or substitution ofa Limited Partner, the designation of an additional or successor General Partner, or the withdrawal ofa General Partner shall be made at the time and in the manner referred to in Section 12.01 Any other amendments to this Agreement, except for those within the General Partner's power of attorney may be proposed in the following manner: (i) By a General Partner, which shall give notice to the Limited Partners of (a) the text of that amendment, and (b) a statemcnt ofthc purpose of that amendment, or (it) By Limited Partners whose combined Parttierabip Interests represent fifty-one percent (51%) or more of the Partnership Interests of all Partners, who shall submit to the General Partner (a) the text of that proposed ar,geudnlent, and (b) a statement of tlae purpose of'that arnendment. The General Partner shall, within ten (10) days after receipt of any proposal under this Section 12.01(a) (ii), give notice to all Lmited Partners of that proposed amendment and that statement of purpose, together with the views of the General Partner with respect to that proposed amendment. (b) Amendments proposed pursuant to Section 12.01(a) above, subject to the provisions of Section 12.02, shall be adopted if approved by the Limited Partners bolding a majority of the Partnership Interests. Page 32 of 42 RPE4-it-03 WED 00:i NEW COPI TRL RESUURCEFi CO aa,s34�31.7 F..34 (c) 'the Cenral Partner shalt, within a reasonable time after the adoption of any amendment to the Agreement, make any official filings or publications required or desirable to reflect that amendment, ineltuling any required filing or recordation of any certificate. Section 1,12 Litgitafipm atx Acrret,d�tentE. Notwi :hsrarxling the provisions of Section 12.01, no amendment to this Agreement may. (a) Add to, detract from, or otherwise modify the purposes of the Partnership without the Consent of all the Partners; (b) Convert the Parmership Interest of any Limited Partner into the Partnership Interest of a General Partner or modify the limited liability of any Limited Partner without the Consent of that Partner; (c) Enlarge, detract from or otherwise modify any obligations of the Genera! Partner as provided in this Agreemcnr, (d) Enlarge the obligation of any Partner lb make capital contributions to the capital of the Partnership as provided in this Agreement; (e) Jxcept as otherwise provided herein, inodify the proportion or the order of the allocation provided in Article IV of Net Income or Losses, gout or loss, Cash Flow, Cash from Capital Transactions and net proceeds resulting from tt,e liquidation of the Partnership without the Consent of Interest Holders holding a majority of the Partnership Interests; or (f) Antenjd this Article XII without the Consent of all Partners. Section 12.3 Amendments on At nu Ina or With dr al of,PArtgers. (a) Amendments to admit a Limited Parts,°; or Substitute Limited Partner shalt be adopted if the conditions specified in this Agreement shall bavc been satisfactorily complied with and the amendment shall have been signed by the General Partner and by the Person, to be substituted or added and, if a Limited Partnez is to be substituted, by the assigning Limited Partner or his attorney -in -fact, (b) Amendments to reflect the designation of an additional or successor General Partner shall be adopted iftheconditions specified iu Article IX shall have been satisfactorily completed and the amendment shall have been signed by the other Coral Partner and by that additional or successor General Partner. (c) Atrtendments to withdraw or remove a, Genetal Partner, if the business of the Partnership is continued, shall be adopted if the conditions specified in Article IX shall have been signed by the remaining or successor General Partner_ Page 33 of 42 APR -1 1 -03 WED ell ! l NEW CAPITAL RESOURCES CO 3eT'54517 ARTICLE 3 UL. PAKNERSiar MEXT1 {c§ Section 13.1 laleetinge. (a) Meetings of the Limited Partners for .Any purpose with respect to which the Limited Farmers are entitled to vote may he called by the Genera! Partner at any time (there beix g no obligations to hold annual or other periodic meetin€s of the Limited Partners) and ehall be called by the General Par trier within ten (10) days after receipt of a written request for such a meeting signed by fifty -ore percent (513b) or more of the Interests of the Limited Partners. Any such request shall state the purpose of the proposed meeting and the matters to he acted upon thereat. Meetings shall be held at the principal office of the Partnership or at such other place as may be designated by the General Partner. la addition, the General Partner rrmy, but shall not be obligated to, submit any matter upon whieb the Limited Partners are entitled to aet to the Limited Partners fora vote by written consent without a meeting pursuant to Section 13.08. (b) A Partner shall be entitled to cast one vote, or a fractions thereof, for each one (I%) percent, or fraction thereof, Interest which he or she or it owns, (i) at a meeting in person, by written proxy or by a signed writing directly the manner in which he desires that his vote be cast, which writing must be received by the General Partner prior to such meeting, or (ii) without a meeting by a signed writing directing the manner in which he desires that his vote by cast, which writing must be received by the General Partnerprior to the date upon which the votes of Limited Partners are to be counted. Every proxy shall be revocable at the pleasure of the Limited Partner executing it. The laws of the State of Fl »s-ida pertaining to the validity and use of corporate preakiee shall govern the validity wad use of proxies given by Limited Parttaexs. (c) With respect to any matter upon whio:a the Limited Partners are requested to vote or to give their consent, for which the required vote fbr approval is not otherwise specified in this Agreement, such matter shall he considered approved upon the vote of fifty-one (5 1%) percent or more of the Interests owned by the Limiter: Partners. Section 13.2 Notice of Meej ig. Notice of a meeting called pursuant to Section 13.01 shall be given either personally or itt writing or by mail or other means of written communication addressed to each Limited Partner at the address of the Limited Partners appearing on the books of the Partnership. An affidavit or vi rtificate of mailing of any notice or report in accordarAee with the provisions of this Article XIII.3xecuted by the General Partner shall constitute cooelvsive (but not exclusive) evidence of the giving of notice. If atiy notice addressed to a Limited Partner at the address of such Limited Partner appearing on the book- of the Partnership is returners to the Partnership by the United States Postal Service marked to indicate that the United Slates Postal Service is unable to deliver such notice, the notice and any subsequent r►oticee or reports shall be deemed to have been c.uly given without further mailing if they are available for the Limited Patbaers at the principal office or; the Partnership for a period of one (1) year from the date of the giving of the notice to all other Limited Partners. Page34of 42 APR—IL—@zs WED 00:r NEW CAPITAL RE8QURGE8 CO Xe ' 453i7 Section 13.3 Foetid Date. F r purposes of determining the Limited Partners entitled to notice or to vote at a meeting of the Limited Partners or on give consents without a meeting as provided in Section 13.08, the General Partner or the Liquidating Trustee, if any, may set a "Record Date'', which Record Date shall not be less than ten (10) days nor more than sixty (50) days prior to the date of such. meeting or consent. Section 13.4AsljoArnment. when a meeting is ac journed to another time or place, notice need not be given of the adjourned meeting and a new Record Date need not be fixed if the time and place of such adjourned meeting are annouucec. at the meeting at which such adjournment is taken, unless such, adjournment shall be for more than thirty (30) days. At the adjourned meeting, the Partnership may transact any business that would have beet, permitted to be transacted at the original meeting. lithe adjcurnmment is for more than thirty (30) days, or if a new Record Date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given in accordance with this Article XIII. Section 13.5 War o f Notice-, nn errt tg VLeettna:_,Aparoval of Minutes. The transactions of any meeting of Limited Partners however called and noticed, and wherever held, are as valid as though they had been approved at a. meeting c.uly held after regular call and notice if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the Limited Partners entitled to vote, not present in person or by proxy, signs a waiver of notice, or a consent tQ the holding of the meeting, or an eipprovat of the minutes thereof. All such waivers, consents and approvals shall be filed with the Partnership records or made a part of the minutes of such meeting. Attendance of a Limited Pn tner at a meeting shall constitute a waiver of notice of the meeting; provided, however, that no gucb waiver shall occur when the Limited Partner objects, at the beginning of the meeting, to the transaction of any business at such meeting because the meeting is not lawfully called or cQnvened; and provided further, that attendance at a meeting is not a waiver of any right to object to the consideration of any matters required to be included in the notice of the meeting, but not o included, if the objection is expressly made at the meeting, Section 13.6 Quorum. Limited Patters of record who are Limited Partners with respect to more than fifty (5094) percent of the total number of all outstanding Partnership Interests held by ail Limited Partners of record, whether represented in person or by proxy, shall constitute a quorum at a meeting of Limited Partners, The Limited Partners present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment of such meeting notwithstanding the withdrawal of enough Limited Partners to leave leas than a quorum, .if any action taken (other than adjournment) is approved by the requisite vote of Limited Partners specified in this Agreement. In the absence of a quorum, any meeting of Limited Partners may be adjourned from time to -ime by the affirmative vote ofa majority of the Limited Partnership Interest represented either in person or by proxy at such meeting, but no other business may be transacted, except as provided in Section 13.08. Section 13.7 Conduct ofMeetitp. The General Prrtner or the Liquidating Truster, as the case may be, shall be solely responsible for converting, omducting and adjourning any meeting of Limited Partners, including without limitation the determination of persons entitled Page 35 of 42 APR--1 I-Q3 WED 60: 1 NEW CAPITAL RESQVRCEs CO aers645./7 to vote at such meeting, the existence ofa quorum for such meeting, the satisfaction of the requirements ofSection 13,1 with respect to such meeting, the existence ofa quorum for such tweeting, the conduct of voting at such meeting, the validity and effect of all Instructions to any holder of a proxy as to the voting of Limited Partnership Interests held by it, the validity and effect of all proxies represented at such meeting and the detyrtninatioaa of any controversies, votes or challenges arising in connection with or during such meeting or voting. The General Partner or the Liquidating Trustee, as the case may be, shalt designate a Person to serve as chairman of any meeting and further shall designate a Person to take the minutes of any tncoting, which Person, in either case, may be, without limitation, a Partner of any officer, employee or agent of the General Partner. The General Partner or the Liquidating Trustee, as the case may be, may mako all such other regulations, consistent with apr 1icable law and this Agreement, as it may deem advisable cog the conduct of any meeting of the Limited Partners, including regulations in regard to the appointment of proxies and other evidence of the right to vote. Section 13.8 Aetj,1wiitiwwut a Meetint. Any action that may be taken at a meeting of the Limited Partners may be taken without a meeting if the tJeiieral Partner so agrees in writing, in its sole discretion. and a consent in writing setting forth the action so taken is signed by Limited Partners owning not less than the minimum xtunuber of Limited Partnership Interests that would be necessary to authorize or take such action at a meeting at which all of the Limited Partners were present and voted, Prompt notice of the takin;; of action without a meeting shall be given to the Limited Partners who have not consented thereto in writing. If consent to the taking of any action by the Limited Partners is solicited by any person other than by or on behalf of the General Partner, the written consents shall have no force and effect unless and until (i) they are deposited with the Partnership in care of the General Partner and (ii) consents sufficient to take the action proposed are dated as ofa date not more than ninety (90) days prior to the date sufficient consents are deposited with the Partnership. ,dLRTICLj d GYNERAL PROvrSlt, ris Section 14.1 Complete Ater tgtent_ This AgreeflV.nt sets forth, all of the promises, agrccments, conditions, understandings, warranties and representations among the parties, Hereto with respect to the Partnership, the Partnership business and the property attic Partnership, and there are no promises, agreements, conditions, understandings, warranties or representations, oral or written, express or implied, among them other than as set forth in this Agreement. Section 14.2 149ticeA. Any notice, payment, demani or communication required or permitted to be given by any provision, of this Agreement shill be in writing and shall be deemed to have been delivered and given for all purposes (a) if deliv.lred personally to the party or to an officer of the party to whom the same is directed, or (b) whether or not the same is actually received, if sent by registered or certified mail, postage and charges prepaid, addressed: (i) if to General Partner, to such address as the General Partner may from time to time specify by written notice to the Partners' and (ii) of to a Limited ?sitter, at such Limited Partner's address Page 36 of 42 APR-11-0a WED 013:1 NEW CAPITAL RESOURCES CO ao--i4531.7 as such Limited Partner may from time to rime specify by written notice to the General Partner. Any such notice shalt be deemed to be given as of the date so delivered, if delivered personally, or as of the date ort which the same was deposited in a regal trly maintained receptacle for the deposit of United States mail, addressed and sent as aforesaid. Any such notice may at any time be waived by the person entitled to receive such notice. Section. 14.3 Count ,rpairtl This Agreement may be executed in several counterparts, each of which, shall be deemed to be an original copy and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding; that all the parties shall not have signed the same counterpart, except that no counterpart steal' be binding unless signed by the General Partner. Section 14.4 aektiolitailko. Article and Section headings in this Agreement are inserted for convenience and identification only and are iri na way intended to describe, interpret, define, or limit the scope, extent or intent of title Agreement or any provisions hereof. Section 14.5 Pr9r1Ouna an$ !fur 1, . Alt pronoun: used herein shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons, or entity or entities, may require in the context, and the singular form of nouns, pronouns and verbs shall include the plural, and vice versa, whichever the context may require. Section 14.6 Suds ou. Subject to the limits on transferability and assignability contained in this Agreement, eath and all of the covenants, term, prowisions and agreements contained in this Agreement shall be binding upon and inure to the benefit oldie successors, heirs, and assigns of the respective parties hereto. Section 14.7 Applicable Law. This Agreement shill be construed and enforced in accordance with the laws of the State of Florid and the Florida Uniform Limited Paztuership Act as now in effect shall govern and supersede any provisitn of this Agreement which would otherwise be in violation of such Act_ Sestina 14,8 Iacur¢aratic&bv Reference, Every Exhibit, schedule, and other appendix attached. to this Agreement and ref erred to herein :s hereby incorporated in this Agreement by reference. Section 14.9 farther Actioq. Each Partner. upon the request of any General Partner, agrees to perform ail futtbet acts and execute, acicnowlerdge, and deliver any documents which may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement. Section 14.1Q agreements by the rartaer5. Each Limited Partner (other than a General Partner) agrees that he Shall not, directly or indirectly, acquire (other than through the receipt of a pro rata dividend to all holders of the same class[ any more of the equity securities of any corporate General. Partner or any corporate affiliate (within the meaning of § 1504(a) of the Code) of any corporate General Partner after such corporation or Affiliate becomes a General Page 57 of 42 RPR-11-03 WED 00 :i NEW CAPITAL RESOURCES CO WO-545317 P.39 Partner without the Partner's prior written consent. Each sa:b. Limited Partner further agrees to advise the General Partner in writing promptly after the disposition of any securities reflected in the above mentioned statement or thereafter acquired with tie prior written consent, of the General Partner. The Paatncas agree that if a Limited Pertn(r shall breach the Agreement herein provided a treasure ankle damages therefor shall be the after tax -effects on the other Partners cf any nxla$sific:ation of lbe Partnership for federal income tan purposes or from any termination of the Partnership under §7O8(h) of the Code resulting from such, misrepresentation or violation and the reasonable expenses of defending against any such reclassification or termination or attempted reclassification or termination resulting front such 9representation or violation. Section 14.11 Severabilay. Every provision of this Agreement is intended to be severahle. If arty term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. Section 14.112 Attoi ney's flee. If any proceeding is brought by one partner against the other to enforce, or for a breach of, any of the provisions iw this Agreement, the prevailing Partner shall be entitled in such proceeding to recover reasonable attorney s foes together with the costs of such proceeding therein incurred. Each Partner ;hall pay the fees of its own attorneys in connection with the negotiation, preparation ant; execution of'this Agreement, Section 14.13 1)efzu1t and Reme les. If any Partner fails to perform any of its obligations hereunder or violates the terms of this Agt-eeren t, then said Partner shall be in default of this Agreement_ Each Partner under this Agreement shall have all remedies allowed at law and in equity upon the default of any other ,Partner hereunder, including, but not limited to specific performance, Section 14.14 Ageney. Nothing herein contained shall be construed to constitute any Partner hereof the agent of any other Partner hereof (except with respect to the Partnership as set forth herein) or to limit in any Thattncr the Partners in the carrying on of their own respective businesses or activities. Section 14.15 (spies. The General Partner shall, w: thin fifteen (15) days after the receipt hereof, deliver to each Limited Partner a copy of any notice received by the General Partner or the Partnership of: (i) any default under any loans or other financing arrangement entered into by the Partnership, or tinder any loan docurnen . executed in connection therewith; or (ii) arty failure of the Partnership to pay real elate taxes and/or other taxes payable by the Partnership as and when due, or (iii) any failure to renew or:riaintain tiny liability, hazard, worker's compensation or other insurance respecting the Project The General Partner shall use its best efforts to provide the Limited Partners, within a reasonable time after receipt thereof, copies of all other notices of default received by the General Partner, and shall report to the Limited Partners any other significant developments that are materially adverse to the Partnership, its property, business or assets, as boon as practicable following the occurrence of such development. Prompt notice (not to exceed fifteen, (15) days following receipt) shalt be given the Limited Partners upon receipt by the General Partner of notice that the Internal Revenue Service intends to examine any Partnership income tax return, or books and records. Page 38 of 42 JV4V/V00 RPR-11---Oa WED eel^ HEW CAPITAL_ rzEAOUPOES co ac saaZ317 P.40 Section 14.16 N a of th R Agregmept_ The term "date of this Agreement' and the effective dare of this Agreement shall be the last day upon u hict this Agreement becontes fully executed by both the Limited Partners and the General Partner hereunder. Section 14.17 10 Rights inn iiird Parties. the provisions of this Agreement are not intended to be for the benefit of any person other than a Partner to whom any debts, liabilities or obligations are owed by, or who otherwise has arty claim against, the Partnership or any Partner, and no creditor or, other person shall obtain aoy rights tinder such provisions or solely by reason of such provisions shall be able to make any claim in respect of any debts, liabilities or obligations against the Partnership or any of the Partners. Section 14.18 Waiver or Action for Par'titioi. Pact, of the Partners irrevocably waives during the tern of (be Partnership and during the period of its liquidation following any dissolution, any right that such Partner may have to maintain any action for partition with respect to any of the assets of the Partnership. Section 14.19 flmitarlon on Beneiltj f this Agreep0.ent. It is the explicit intention of the Partners that no person or entity other than the Partners and the Partnership is or shall be entitled to bring any action or enforce any provision of this Agrretncnt against any Partner or the Partnership, and that the covenants, undertakings and agreements set forth in this Agreement shall be solely for the betlefZt of and shall be enforceable Only by, the Partners and the Partnership (or their respective Successors and assigns as permitted hereunder). (TIilS SPACE INTENTIONALLY- LEFT BLANK) Page 39 of 42 FiPR-11-03 WED 00:2 NEW CFAPI TAU RESOURCES CO 50`-`5$45317, _ P.41 IN WIT1NESS the parties have executed this Agreement an the 4-1 (Witness) 2 TirLY--- kivc"E F) k4M i( Z. (Witttess) Print Name: F tie cJ2a.rcGia f GENERAL PARTNER. I TRC►QICAL KEY P l.LMS, LC „444-ua?../ By: /rirgiuta Dominguez As Its: Manager LIMITED PARTNERS: ] THE BLUE''X Y TRUST WALPILRT, LTD. Trustee (fl3JS SPACE INTENTIONALLY LEFT BLANK) Page 40 of 42 HPR-1I-OS WED 00:: NEW CFIPITRL RESOURCES CO 41?" S4V /7 LE.J uvc! VJo Q_42 (Wi thtes1) aM P E Name. PI 9 Print Name: gaji,k: �cxc�slr _ [ LIMITED PARTNERS: J THE CALM WAVES TRUST WA.L ''ART, LTD., Trustee THE CPMAi01V SEAL of the Original Trustee for the CALM' WAVES and the BLUE SKY Tiusts, WrLLPA.RT, LTD., was hereunto fated by its duly authorized officer who has Appended hislher signature. Ltd.- X N .&f1 'vAi AS ITS; ► c Cs Ol c SZCSO-ar9 Witness (Printed or typed name) Witries,c (Printed yr typed name) Page 4I of 42