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EFTA01394477

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GLDUS140 Lawrence Hirsch Proprietary and Confidential Appendix II and the remaining assets of the Partnership shall then be distributed to the Partners in cash (to the extent feasible) or in kind, in the sole discretion of the liquidator, in proportion to the positive balances in their respective Capital Accounts, after such Capital Accounts have been adjusted to reflect any Net Gain or Net Loss attributable to a distribution in kind. During the liquidation of the Partnership, the liquidator shall furnish to the Partners the financial statements and other information specified in 14.2, subject to 14.7.8. 103 EXPENSES OF LIQUIDATOR. The expenses incurred by the liquidator in connection with winding up the Partnership and reasonable compensation for the services of the liquidator (if any) shall be borne by the Partnership. If the General Partner serves as the liquidator, it shall not be entitled to additional compensation for providing services in such capacity as long as it or an Affiliate continues to be entitled to payments of the Management Fees. 10.4 DURATION OF LIQUIDATION. A reasonable time shall be allowed for the winding up of the affairs of the Partnership in order to minimize any losses that might otherwise result. The liquidator shall use commercially reasonable efforts to carry out the liquidation in conformity with the timing requirements of Treasury Regulation Section 1.704-1(bX2)(ii)(g), but will not be bound to do so or liable to any Partner for failure to do so. 10.5 LIABILITY FOR RETURNS. 10.5.1 General. The liquidator, the General Partner and their respective partners, members, stockholders, officers, directors, managers, employees, agents and Affiliates shall not be personally liable for the return of the capital contributions of any Partner. 10.5.2 Limited Partner Obligations. No Limited Partner shall be obligated to restore to the Partnership any amount with respect to a negative Capital Account; provided, however, th

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