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Accounts)in accordance with their respective Sharing Ratios;provided,that such determination shall <br /> be in accordance with the General Partners' fiduciary obligations to the Partners. <br /> 5.3 Distributions in Kind. <br /> (a) No Partner or Transferee shall have any right to demand or receive any <br /> distributions from the Partnership in any form other than cash, and no Partner may be <br /> compelled to accept a distribution of any asset in kind from the Partnership to the extent that <br /> the percentage of the asset distributed to him exceeds a percentage of that asset equal to <br /> his/her Sharing Ratio. <br /> (b) Any asset_distributed in kind to a Partner or Transferee shall be valued and <br /> treated as though the asset had been sold for its fair market value on the date of the <br /> distribution. Any gain or loss that would have been recognized by the Partnership had the <br /> asset been so sold shall be allocated among the Partners and Transferees as provided in <br /> Article 4,and the distribution shall be treated as though the Partnership had distributed cash <br /> equal to the fair market value of the asset to the Partner or Transferee receiving the <br /> distribution in kind. <br /> 6. Administrative Provisions. <br /> 6.1 Management by General Partners. The business of the Partnership shall be conducted <br /> under the exclusive management of the General Partners. The Limited Partners and Transferees(in <br /> such capacity) shall take no part in and shall have no vote with respect to the Partnership's <br /> management and operations. Accordingly, the liability of the Limited Partners (in such capacity) <br /> shall be limited as set forth in the Act. Notwithstanding the foregoing, and except as limited under <br /> 6.3, either General Partner is authorized to act on behalf of the Partnership and either may alone <br /> execute and deliver documents, agreements, instruments and third parties are authorized to accept <br /> any such documents, agreements or instruments executed by only one General Partner. <br /> 6.2 Powers of General Partners. The General Partners shall have the power for and on <br /> behalf of the Partnership: <br /> (a) Either alone or with other persons, to create and/or contribute property of the <br /> Partnership to, any other entity or business organization, including but not limited to, <br /> corporations, joint ventures, limited liability companies, and other partnerships (either <br /> general or limited), and to receive and hold interests in such other entities or organizations. <br /> and to have and exercise all of the right and obligations of an owner of such interests; <br /> (b) To obtain and maintain insurance coverage concerning the property of the <br /> Partnership; <br /> 462364.9 1/2/02 1 0 <br />