C150392 Feasibility Study

• Contract/PO #: C150392
• Contractor Name: Sylvan Dale Ranch, LLC
• Contract Type: Loan
• Loan Projects - Doc Type: Feasibility Study

6.6 Tax Matters Partner. David M.Jessup is designated as the tax matters partner of the
Partnership. The tax matters partner shall have the authorities and responsibilities described in the
Code and similar state laws to make determinations and represent the Partnership in respect to its
tax matters. Any reasonable costs incurred by the tax matters partner for retaining accountants
and/or lawyers on behalf of the Partnership in connection with an audit of the Partnership by any
taxing authority or any such other activity shall be at the expense of the Partnership.
6.7 Admission of Additional General Partners. At any time following filing of the
Partnership's Certificate, the General Partners, by unanimous agreement, may admit additional
Persons as General Partners in the Partnership,upon such terms and conditions as determined by the
General Partners; provided, however, the Partnership Interest of a Limited Partner shall not be
affected without the written consent of such Limited Partner.
7. Withdrawal of Partners.
7.1 No Withdrawal by Limited Partner. A Limited Partner may withdraw from the
Partnership only in accordance with C.R.S. § 7-62-603 and as provided in Section 10.1.
7.2 Termination of Status as General Partner. A person shall cease to be a General
Partner of the Partnership upon the happening of any of the following events:
(a) Withdrawal. A General Partner withdraws from the Partnership by giving
written notice to the other Partners. Any such withdrawal shall not subject the General
Partner to damages for breach of this Agreement;
(b) Assignment. A General Partner ceases to be a Partner of the Partnership upon
the assignment of all of such Partner's interest as General Partner;
(c) Bankruptcy. Unless the General Partner and a majority of the Limited
Partners give their consent in writing at the time, a General Partner:
(i) Makes an assignment for the benefit of creditors;
(ii) Files a voluntary petition in bankruptcy;
(iii) Is adjudicated a bankrupt or insolvent;
(iv) Files a petition or answer seeking for himself any reorganization.
arrangement, composition, readjustment, liquidation, dissolution, or similar relief
under any statute, law or regulation.
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