Family Limited Partnership - Asset Rptoection

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2.22 Treasury Regulations shall mean the regulations of the United States Treasury Department pertaining to the Code, as amended, and any successor provision(s). 3.

Partnership Capital

3.1 CAPITAL CONTRIBUTIONS. The Partners shall initially contribute to the Partnership the cash or property indicated on Exhibit A. No Partner shall be required to contribute additional capital to the Partnership. 3.2 INTEREST. No Partner shall receive interest on his contribution to the capital of the Partnership. 3.3 WITHDRAWAL AND RETURN OF CAPITAL. Except as may be provided herein, no Partner may withdraw any portion of the capital of the Partnership and no Partner shall be entitled to the return of his contribution to the capital of the Partnership except on dissolution of the Partnership. 3.4

CAPITAL ACCOUNTS.

(a) Partners’ Capital Accounts. An individual Capital Account shall be maintained for each Partner. (b) Capital Account of Transferee. On any sale or transfer of any Interest, the Capital Account of a transferor Partner shall become the Capital Account of a transferee Partner, as it existed at the effective date of the transfer of a Partner’s Interest. 4.

Financial

4.1 ACCOUNTING METHOD. The Partnership books shall be kept on a basis to be determined by the General Partner. 4.2 FISCAL YEAR. The fiscal year of the Partnership shall end on December 31, unless the General Partner shall determine that some other fiscal year would be more appropriate and the General Partner obtains the consent of the Internal Revenue Service to use that other fiscal year. 4.3 EXPENSES OF THE PARTNERSHIP. The Partnership shall pay or reimburse to the General Partner the operating expenses of the Partnership. No Partner other than the General Partner shall incur any costs or expenses on behalf of the Partnership without the prior written consent of the General Partner. 4.4

INCOME LOSSES AND DISTRIBUTIONS.

(a) Distributions of Distributable Cash. Distributable Cash, if any, shall be determined for each fiscal year and, subject to Section 9.2 (that is, other

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