Estate of Morton B. Harper, Deceased, Michael A. Harper, Executor - Page 10

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                    (a) First, to any Partner, the amount then due on                 
               any Advances [loans to the entity] * * *                               
                    (b) Ordinary Net Cash Flow [revenues from                         
               dividends, interest, and other items of ordinary income                
               in excess of ordinary and necessary operating expenses]                
               shall be distributed 0.6% to Lynn, 0.4% to Michael and                 
               99% to the Trust.                                                      
                    (c) Extraordinary Net Cash Flow [revenues from                    
               capital gains in excess of capital losses, less                        
               consequent expenses] shall be distributed to the                       
               Partners with positive Capital Account balances, pro                   
               rata to the extent thereof.                                            
          The Agreement also specifies that “No distribution of funds of              
          the Partnership shall be made until the allocations described in            
          Paragraph 10 hereof [regarding the allocation of profits and                
          losses to the partners’ capital accounts] have first been made.”            
               The Agreement prohibits transfer, sale, assignment, or                 
          encumbrance of a limited partnership interest without the consent           
          of all partners.  Any transfer attempted in violation of this               
          restriction is declared by the Agreement to be null and void ab             
          initio.  Under provisions of the Agreement, the entity is to be             
          dissolved upon the earlier of:  (1) January 1, 2034; (2) the                
          retirement, withdrawal, death, or insanity of any general partner           
          or any other event or condition, other than removal, which                  
          results in a general partner’s ceasing to be a general partner,             
          unless (i) at the time there is at least one remaining general              
          partner to continue the business of the partnership and such                
          remaining general partner chooses to do so, or (ii) all partners            
          agree in writing within 60 days thereof to continue the business            

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Last modified: May 25, 2011