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shall <br />from <br />Partn+ <br />treat ; <br />paid i <br />:ar interest at the prime rate published in The Wall Street Journal, as such rate may vary <br />me to time until the debt is fully repaid. Thereafter, all distributions of cash from the <br />ship due to the defaulting Partner shall be paid to the Partner or Partners who elected to <br />ch Partner's contribution as loan until such time as the principal and interest of the loam is <br />fall. <br />(iii) In his discretion, the General Partner may offer for sale and issue additional <br />Partnership Units upon such terms as the General Partner may determine; provided, <br />, that any additional Limited Partnership Units will first be offered to the Limited <br />in proportion to their interests in the Partnership. <br />2.03 Loans by Partners. The General Partner may loan funds to the Partnership on <br />arm' length terms and any Limited Partner may loan funds to the Partnership with the <br />perm ion of the General Partner and on such terms as the General Partner shall determine to be <br />2.04 Interest on Contributions. Capital contributions to the Partnership shall not earn <br />, except as otherwise expressly provided for in this Agreement. <br />2.05 Withdrawal and Return of Contribution. Except as otherwise provided in this <br />lent, no Partner shall be entitled to withdraw or to the return of a capital contribution. <br />ARTICLE 3 <br />CAPITAL ACCOUNTS AND UNIT ALLOCATION <br />3.01 Capital Accounts. An individual capital account shall be established and <br />maint ained for each Partner and has been or shall be credited with the amount of each Partner's <br />initial capital contribution to the Partnership. Each Partner's capital account shall be determined <br />and n kaintained throughout the term of the Partnership in accordance with the requirements of <br />Section 704(b) of the Internal Revenue Code of 1986 (the "Code ") or its counterpart in any <br />subse juently enacted Internal Revenue Code, the applicable Treasury Regulations (the <br />"Regi dations") thereunder and the provisions of Exhibit A attached hereto and incorporated <br />3.02 Unit Allocation. The Partners' Unit Allocation in the Partnership is as follows: <br />Name <br />Units <br />Percentage Interest <br />David A. Petrocco, Sr. <br />(general partnership 1% <br />9425 <br />94.25% <br />David A. Petrocco, Jr. <br />152 <br />1.52% <br />Joseph Petrocco <br />171 <br />1.71% <br />Julie Marron <br />252 <br />2.52% <br />