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Partnership income, gain, loss, deduction and credit, and f
with regard to all other relevant matters (including, without
limitation, elections under Section 754 of the Code) as it
believes necessary or desirable;
(K) To admit additional Limited Partners;
i
(L) To arrange for the preparation and timely
filing of any required Federal, state or local tax returns,
and the payment from Partnership funds of any tax due from
the Partnership; and
(M) To terminate the interest of a Limited Partner
and expel him: (1) for interfering in the management of the
Partnership's affairs or engaging in conduct which might
result in the Partnership losing its tax status as a partner-
ship, (2) for conduct which tends to bring the Partnership ~
into disrepute or if his Units of Partnership Interest
I become subject to attachment, garnishment or similar legal
.proceedings, or (3) for failing to meet any commitment-to
the General Partners in accordance with any written under-
{ taking; provided, however, that in each of the foregoing
{ events, the termination shall not result in a forfeiture by
the Limited Partner of his Partnership Interest at the time
of termination.
~ 9.3 Successor Managing General Partner: In the event
~ of the retirement, death, insanity or withdrawal of the
_ Managing General Partner, or of the removal of the Managing
General Partner as provided in 'Sections 9.4 and 10.4, the - -
business of the Partnership shall continue and the remaining
General Partners shall propose a successor Managing General
Partner; provided, however, that if the General Partners
cannot agree on a successor Managing General Partner, or if
there is no remaining General Partner, the Limited Partners
holding more than fifty percent (50%) of the Units of Partner-
ship Interest then outstanding and entitled to vote shall
appoint a new Managing General Partner. No proposed successor
Managing General Partner, who is not yet a Partner in the
Partnership, may become the Managing General Partner without
s the written consent of all Partners.. If the proposed Managing
General Partner is not approved by all Partners, the General
3 Partner(s) or Limited Partners, as the case may be, must
} propose another successor Managing General Partner.
9.4 Bankru tc of a General Partner: If a General
Partner shall su fer a receiver or trustee for him or for
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~ 80!lK PAGE 537
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