Common use of Dissolution Events Clause in Contracts

Dissolution Events. The Partnership shall not be dissolved by the admission of Substituted Limited Partners or Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue the business of the Partnership without dissolution. The Partnership shall dissolve, and its affairs shall be wound up, upon the first to occur of any of the following events (each a “Liquidating Event”): (i) an event of withdrawal of the General Partner, as defined in the Act (other than an event of Bankruptcy), unless, (a) at the time of the occurrence of such event there is at least one (1) remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (b) within ninety (90) days after such event of withdrawal a Majority in Interest of the remaining Partners (or such greater Percentage Interest as may be required by the Act and determined in accordance with the Act) Consent in writing to continue the business of the Partnership and to the appointment, effective as of the date of withdrawal, of a substitute General Partner; (ii) an election to dissolve the Partnership made in writing by the General Partner, in its sole and absolute discretion; (iii) the entry of a decree of judicial dissolution of the Partnership by a court of competent jurisdiction pursuant to the provisions of the Act; (iv) the sale or other disposition of all or substantially all of the assets and properties of the Partnership for cash or for marketable securities, if such sale or disposition results in the termination of the Partnership for federal income tax purposes; or (v) a final and nonappealable judgment is entered by a court of competent jurisdiction ruling that the General Partner is bankrupt or insolvent, or a final and nonappealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless prior to or within ninety (90) days after of the entry of such order or judgment a Majority in Interest of the remaining Partners Consent in writing to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a substitute General Partner.

Dissolution Events. The Partnership shall not continue in effect until the expiration of its term, unless it shall be dissolved by in the admission of Substituted Limited Partners or Additional Limited Partners or by manner provided in Section 19 hereof due to the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue the business of the Partnership without dissolution. The Partnership shall dissolve, and its affairs shall be wound up, upon the first to occur happening of any of the following events (each a “Liquidating Event”):events: (i) an event of withdrawal of the General Partner, as defined in the Act (other than an event of Bankruptcy), unless, (a) at the time of the occurrence of such event there is at least one (1) remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (b) within ninety (90) days after such event of withdrawal a Majority in Interest of the remaining Partners (or such greater Percentage Interest as may be required by the Act and determined in accordance with the Act) Consent in writing to continue the business of the Partnership and to the appointment, effective as of the date of withdrawal, of a substitute General Partner; (ii) an election to dissolve the Partnership made in writing The determination by the General Partner, in its sole discretion, to dissolve the Partnership; provided, however, that except for the dissolution as a result of insolvency or bankruptcy of the Partnership or the General Partner, the General Partner will not voluntarily dissolve the Partnership without the Residual Interest have first been acquired by the General Partner or its designee. (b) The disposition by the Partnership of all of its assets and absolute discretionproperty, unless such sale or disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment; (c) The resignation or dissolution of the General Partner, unless at the time of such resignation or dissolution there shall be one or more other General Partners who are members of the Partnership or who are simultaneously with, or have been prior to, such event, admitted to the Partnership; (d) The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership to be a bankrupt, and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal therefrom; (e) The General Partner: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) the entry of is adjudicated a decree of judicial dissolution of the Partnership by a court of competent jurisdiction pursuant to the provisions of the Actbankrupt or insolvent; (iv) the sale files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (v) files an answer or other disposition pleading admitting or failing to contest the material allegations of all a petition or substantially all application filed against him in any proceeding of the assets and properties of the Partnership for cash a type referred to in subparagraph (ii) or for marketable securities, if such sale or disposition results in the termination of the Partnership for federal income tax purposes(iv); or (vvi) a final and nonappealable judgment is entered by a court of competent jurisdiction ruling that the General Partner is bankrupt or insolventseeks, or a final and nonappealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless prior consents to or within ninety (90) days after acquiesces in the appointment of a trustee, receiver or liquidator of the entry general partner or of such order all or judgment a Majority in Interest any substantial part of his properties. (f) Dissolution by operation of law; or (g) The vote of all the remaining Partners Consent in writing to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a substitute General PartnerPartners.

Dissolution Events. The Partnership shall not be dissolved by the admission of Substituted Limited Partners or Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue the business of the Partnership without dissolution. The Partnership shall dissolve, and its affairs shall be wound up, upon the first to occur of any of the following events (each a “Liquidating Event”): (i) an event a final and non-appealable judgment is entered by a court of withdrawal of competent jurisdiction ruling that the General Partner is bankrupt or insolvent, or a final and non-appealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws as defined now or hereafter in the Act (other than an event of Bankruptcy)effect, unless, (a) at prior to the time of the occurrence entry of such event there is at least one (1) remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnershiporder or judgment, or (b) within ninety (90) days after such event of withdrawal a Majority in Interest of the remaining Outside Limited Partners (or such greater Percentage Interest as may be required by the Act agree in writing, in their sole and determined in accordance with the Act) Consent in writing absolute discretion, to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of withdrawalsuch order or judgment, of a substitute successor General Partner; (ii) an election to dissolve the Partnership made in writing by the General Partner, Partner in its sole and absolute discretion; (iii) the entry of a decree of judicial dissolution of the Partnership by a court of competent jurisdiction pursuant to the provisions of the Act; (iv) the occurrence of any sale or other disposition of all or substantially all of the assets and properties of the Partnership for cash or for marketable securitiesa related series of transactions that, if such taken together, result in the sale or other disposition results in the termination of all or substantially all of the Partnership for federal income tax purposesassets of the Partnership; or (v) a final and nonappealable judgment is entered by a court the incapacity or withdrawal of competent jurisdiction ruling that the General Partner is bankrupt or insolvent, or a final and nonappealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless prior to or within ninety (90) days after of the entry of such order or judgment a Majority in Interest all of the remaining Partners Consent in their sole and absolute discretion agree in writing to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of such order or judgmentincapacity, of a substitute General Partner.

Dissolution Events. The Partnership There shall not be dissolved by the admission of Substituted Limited Partners or Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue the business dissolution of the Partnership without dissolution. The Partnership shall dissolve, and its affairs shall be wound up, up upon the first to occur of any of the following events (each a “Liquidating Event”):events: (i) an event the day after the date that is one year after the dissolution of withdrawal the Institutional Fund; or (ii) the last Business Day of the Fiscal Year in which all assets acquired, or agreed to be acquired, by the Partnership have been sold or otherwise disposed of; or (iii) the withdrawal, bankruptcy or dissolution and commencement of winding up of the General Partner, as defined or the assignment by the General Partner of its entire interest in the Act (Partnership in contravention of this Agreement, or the occurrence of any other than an event that causes the General Partner to cease to be a general partner of Bankruptcy)the Partnership under the Act, unlessUNLESS, (aA) within 90 calendar days after the occurrence of such event, a substitute general partner is appointed by a Majority in Interest effective as of the date of withdrawal, (B) at the time of the occurrence of such event there is at least one (1) remaining general partner of the Partnership who that is hereby authorized to and does carry on (unanimously in the business case of the Partnership, or (bmore than one general partner) within ninety (90) days after such event of withdrawal a Majority in Interest of the remaining Partners (or such greater Percentage Interest as may be required by the Act and determined in accordance with the Act) Consent in writing elect to continue the business of the Partnership and without dissolution or (C) the business of the Partnership is otherwise continued without dissolution pursuant to the appointment, effective as provisions of the date Act; PROVIDED, that for the purposes of withdrawalthis Section 13.1, the General Partner shall not be deemed to have been dissolved or to have commenced a winding up as a result of the fact that any general partner of the General Partner ceases to be a substitute general partner of the General Partner if and as long as the General Partner shall have at least one remaining general partner who shall have the right and shall elect to carry on the business of the General Partner;; and PROVIDED, FURTHER, that the conversion of the General Partner to a limited partnership, limited liability company or other entity, or the Transfer of the General Partner's interest as the general partner of the Partnership to, or the merger of the General Partner with and into, a limited partnership, limited liability company or other entity as provided for in Section 2.7 shall not, for the purposes of this Section 13.1, be deemed a dissolution or winding up or commencement of winding up of the General Partner; or (iiiv) an election a decision, made by the General Partner in its sole discretion, to dissolve the Partnership made because it has determined, due to a change in writing the text, application or interpretation of any applicable statute, regulation, case law, administrative ruling or other similar authority (including, without limitation, changes that result in the Partnership being taxable as a corporation under United States federal income tax law), that the Partnership cannot carry out its investment program as contemplated by the General Partner, in its sole and absolute discretion;this Agreement; or (iiiv) the entry of a decree of judicial dissolution of the Partnership by a court of competent jurisdiction pursuant to the provisions of the Act; (iv) the sale or other disposition of all or substantially all of the assets and properties of the Partnership for cash or for marketable securities, if such sale or disposition results in the termination of the Partnership for federal income tax purposes; or (v) a final and nonappealable judgment is entered by a court of competent jurisdiction ruling that the General Partner is bankrupt or insolvent, or a final and nonappealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless prior to or within ninety (90) days after of the entry of such order or judgment a Majority in Interest of the remaining Partners Consent in writing to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a substitute General Partnerdissolution.

Dissolution Events. The (a) the Partnership shall not will be dissolved by only as a result of the admission occurrence of Substituted Limited Partners or Additional Limited Partners or by any of the admission of a successor General Partner in accordance with following events: (i) at the terms of this Agreement. Upon the withdrawal discretion of the General Partner, any successor General Partner shall continue upon all of the business assets of the Partnership without dissolution. The Partnership shall dissolve, having been distributed and its affairs shall be wound up, upon the first to occur of any of the following events (each a “Liquidating Event”): (i) an event of withdrawal of the General Partner, as defined in the Act (other than an event of Bankruptcy), unless, (a) at the time of the occurrence of such event there is at least one (1) remaining general partner liabilities of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (b) within ninety (90) days after such event of withdrawal a Majority in Interest of the remaining Partners (or such greater Percentage Interest as may be required by the Act and determined in accordance with the Act) Consent in writing to continue the business of the Partnership and to the appointment, effective as of the date of withdrawal, of a substitute General Partnerdischarged; (ii) an election if the General Partner makes a proposal in writing to dissolve the Partnership made in writing and the Limited Partners consent thereto by the General Partner, in its sole and absolute discretionmeans of an Extraordinary Resolution; (iii) the entry dissolution, liquidation, bankruptcy, insolvency or winding-up or the making of any assignment for the benefit of creditors of the General Partner or the appointment of a decree of judicial dissolution trustee, receiver, receiver and manager or liquidator, or following any event permitting a trustee or receiver or receiver and manager or liquidator to administer the affairs of the Partnership by General Partner, if the trustee, receiver, receiver and manager or liquidator performs its functions for 180 consecutive days, unless a court of competent jurisdiction new General Partner is appointed pursuant to the provisions of the Act;Article 14; or (iv) the sale failure to appoint a successor to the General Partner in accordance with subsection 14.1(b). (b) Notwithstanding the foregoing, upon the occurrence of a dissolution event described in subsection 15.1(a), the Partnership may be continued and no termination shall occur if all remaining Partners consent to the continuation of the Partnership. (c) The Partnership will not come to an end by reason of the death, insolvency, bankruptcy, dissolution, liquidation, merger, winding-up or other disposition disability or withdrawal of all any Limited Partner or substantially all upon the transfer of any Units. (d) Subject to any agreements with its secured lender(s), the General Partner (or in the event of an occurrence described in paragraphs 15.1(a)(ii) or (iii), such other Person as may be appointed by Ordinary Resolution of the Limited Partners) shall act as receiver of the assets and properties of the Partnership for cash or for marketable securitiesand, if such sale or disposition results in the termination order of priority set forth below, shall: (i) sell or otherwise dispose of such part of the Partnership for federal income tax purposes; or (v) a final and nonappealable judgment is entered by a court of competent jurisdiction ruling that Partnership’s assets as the General Partner is bankrupt or insolvent, such other Person considers appropriate for the purpose of making the payments contemplated in (ii) and (iii) below; (ii) pay or a final and nonappealable order provide for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless prior to or within ninety (90) days after payment of the entry of such order or judgment a Majority in Interest of the remaining Partners Consent in writing to continue the business debts and liabilities of the Partnership and liquidation expenses, and thereafter; (iii) distribute the remaining assets of the Partnership, if any, to the appointment, effective as of a date prior to Partners on the Register on the date of dissolution, as to 0.01% of such order or judgmentbalance to the General Partner and as to 99.99% of such balance to the Limited Partners in proportion to the number of Units held by them, and if necessary, take steps to partition undivided interests in property to pass direct ownership to Partners; and (iv) satisfy all applicable formalities relating to the dissolution of a substitute General Partnerlimited partnerships in such circumstances as may be prescribed by Applicable Law.

Dissolution Events. The Partnership shall not continue in effect until the expiration of its term, unless it shall be dissolved by in the admission of Substituted Limited Partners or Additional Limited Partners or by manner provided in Section 16 hereof due to the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue the business of the Partnership without dissolution. The Partnership shall dissolve, and its affairs shall be wound up, upon the first to occur happening of any of the following events (each a “Liquidating Event”):events: (i) an event of withdrawal of the General Partner, as defined in the Act (other than an event of Bankruptcy), unless, (a) at the time of the occurrence of such event there is at least one (1) remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (b) within ninety (90) days after such event of withdrawal a Majority in Interest of the remaining Partners (or such greater Percentage Interest as may be required by the Act and determined in accordance with the Act) Consent in writing to continue the business of the Partnership and to the appointment, effective as of the date of withdrawal, of a substitute General Partner; (ii) an election to dissolve the Partnership made in writing The determination by the General Partner, in its sole discretion, to dissolve the Partnership; provided, however, that except for the dissolution as a result of insolvency or bankruptcy of the Partnership or the General Partner, the General Partner will not voluntarily dissolve the Partnership without the Residual Interest have first been acquired by the Operating Partnership. (b) The disposition by the Partnership of all of its assets and absolute discretionproperty, unless such sale or disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment; (c) The resignation or dissolution of the General Partner, unless at the time of such resignation or dissolution there shall be one or more other General Partners who are members of the Partnership or who are simultaneously with, or have been prior to, such event, admitted to the Partnership; (d) The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership to be a bankrupt, and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal therefrom; (e) The General Partner: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) the entry of is adjudicated a decree of judicial dissolution of the Partnership by a court of competent jurisdiction pursuant to the provisions of the Actbankrupt or insolvent; (iv) the sale files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (v) files an answer or other disposition pleading admitting or failing to contest the material allegations of all a petition or substantially all application filed against him in any proceeding of the assets and properties of the Partnership for cash a type referred to in subparagraph (ii) or for marketable securities, if such sale or disposition results in the termination of the Partnership for federal income tax purposes(iv); or (vvi) a final and nonappealable judgment is entered by a court of competent jurisdiction ruling that the General Partner is bankrupt or insolventseeks, or a final and nonappealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless prior consents to or within ninety (90) days after acquiesces in the appointment of a trustee, receiver or liquidator of the entry general partner or of such order all or judgment a Majority in Interest any substantial part of his properties. (f) Dissolution by operation of law; or (g) The vote of all the remaining Partners Consent in writing to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a substitute General PartnerPartners.

Dissolution Events. The Partnership There shall not be dissolved by the admission of Substituted Limited Partners or Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue the business dissolution of the Partnership without dissolution. The Partnership shall dissolve, and its affairs shall be wound up, up upon the first to occur of any of the following events (each a “Liquidating Event”):events: (i) an event the day after the date that is one year after the dissolution of withdrawal the Institutional Fund; or (ii) the last Business Day of the Fiscal Year in which all assets acquired, or agreed to be acquired, by the Partnership have been sold or otherwise disposed of; or M&M Capital Professionals Fund, L.P. Second Amended and Restated L.P. Agreement (iii) the withdrawal, bankruptcy or dissolution and commencement of winding up of the General Partner, as defined or the assignment by the General Partner of its entire interest in the Act Partnership in contravention of this Agreement, or the occurrence of any other event that causes the General Partner to cease to be a general partner of the Partnership under the Partnership Law, UNLESS, within 90 calendar days after the occurrence of such event, a substitute general partner is appointed by the a Majority in Interest effective as of the date of withdrawal (other than an event of Bankruptcy), unless, (aI) at the time of the occurrence of such event there is at least one (1) remaining general partner of the Partnership who that is hereby authorized to and does carry on (unanimously in the business case of the Partnership, or (bmore than one general partner) within ninety (90) days after such event of withdrawal a Majority in Interest of the remaining Partners (or such greater Percentage Interest as may be required by the Act and determined in accordance with the Act) Consent in writing elect to continue the business of the Partnership and without dissolution or (II) the business of the Partnership is otherwise continued without dissolution pursuant to the appointment, effective as provisions of the date Partnership Law and PROVIDED, that for the purposes of withdrawalthis Section 13.1, the General Partner shall not be deemed to have been dissolved or to have commenced a winding up as a result of the fact that any general partner of the General Partner ceases to be a substitute general partner of the General Partner if and as long as the General Partner shall have at least one remaining general partner who shall have the right and shall elect to carry on the business of the General Partner;; and PROVIDED, FURTHER, that the conversion of the General Partner to a limited partnership, limited liability company or other entity, or the Transfer of the General Partner's interest as the general partner of the Partnership to, or the merger of the General Partner with and into, a limited partnership, limited liability company or other entity as provided for in Section 2.7 shall not, for the purposes of this Section 13.1 be deemed a dissolution or winding up or commencement of winding up of the General Partner; or (iiiv) an election a decision, made by the General Partner in its sole discretion, to dissolve the Partnership made because it has determined, due to a change in writing the text, application or interpretation of any applicable statute, regulation, case law, administrative ruling or other similar authority (including, without limitation, changes that result in the Partnership being taxable as a corporation under United States federal income tax law), that the Partnership cannot carry out its investment program as contemplated by the General Partner, in its sole and absolute discretion;this Agreement; or (iiiv) the entry of a decree of judicial dissolution of the Partnership by a court of competent jurisdiction pursuant to the provisions of the Act; (iv) the sale or other disposition of all or substantially all of the assets and properties of the Partnership for cash or for marketable securities, if such sale or disposition results in the termination of the Partnership for federal income tax purposes; or (v) a final and nonappealable judgment is entered by a court of competent jurisdiction ruling that the General Partner is bankrupt or insolvent, or a final and nonappealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless prior to or within ninety (90) days after of the entry of such order or judgment a Majority in Interest of the remaining Partners Consent in writing to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a substitute General Partnerdissolution.

Dissolution Events. The Partnership shall not There will be dissolved by the admission of Substituted Limited Partners or Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue the business dissolution of the Partnership without dissolution. The Partnership shall dissolve, and its affairs shall be wound up, up upon the first to occur of any of the following events (each a “Liquidating Event”):events: (ia) an event the expiration of withdrawal the Term as provided in Section 1.4; or (b) the day after the date that is three years after the last day of the term of Trident II; or (c) the last Business Day of the Fiscal Year in which all assets acquired or agreed to be acquired by the Partnership have been sold off or otherwise disposed of; or (d) the withdrawal, bankruptcy or dissolution and commencement of winding up of the General Partner, as defined or the assignment by the General Partner of its entire interest in the Act Partnership, or the occurrence of any other event that causes the General Partner to cease to be a general partner of the Partnership under the Partnership Law, UNLESS (other than an event of Bankruptcy), unless, (aI) at the time of the occurrence of such event there is at least one (1) remaining general partner of the Partnership who that is hereby authorized to and does carry on (unanimously in the business case of the Partnership, or (bmore than one general partner) within ninety (90) days after such event of withdrawal a Majority in Interest of the remaining Partners (or such greater Percentage Interest as may be required by the Act and determined in accordance with the Act) Consent in writing elect to continue the business of the Partnership and without dissolution or (II) the business of the Partnership is otherwise continued without dissolution pursuant to the appointment, effective as provisions of the date Partnership Law and PROVIDED, that the conversion of withdrawalthe General Partner to a limited partnership, limited liability company or other entity, or the Transfer of a substitute the General Partner;'s interest as the general partner of the Partnership to, or the merger of the General Partner with and into, a limited partnership, limited liability company or other entity as provided for in Section 2.5 shall not, for the purposes of this Section 12.1 be deemed a dissolution or winding up or commencement of winding up of the General Partner; or (iie) an election a decision, made by the General Partner in its sole discretion, to dissolve the Partnership made because it has determined that there is a substantial likelihood that due to a change in writing by the General Partnertext, application or interpretation of the provisions of the United States federal securities laws (including, without limitation, the Securities Act, the Investment Company Act and the Investment Advisers Act) or any other applicable statute, regulation, case law, administrative ruling or other similar authority (including, without limitation, changes that result in its sole and absolute discretion;the Partnership being taxable as a corporation under United States federal income tax law), the Partnership cannot operate effectively in the manner contemplated herein; or (iiif) the entry of a decree of judicial dissolution of the Partnership by a court of competent jurisdiction pursuant to the provisions of the Act; (iv) the sale or other disposition of all or substantially all of the assets and properties of the Partnership for cash or for marketable securities, if such sale or disposition results in the termination of the Partnership for federal income tax purposes; or (v) a final and nonappealable judgment is entered by a court of competent jurisdiction ruling that the General Partner is bankrupt or insolvent, or a final and nonappealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless prior to or within ninety (90) days after of the entry of such order or judgment a Majority in Interest of the remaining Partners Consent in writing to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a substitute General Partnerdissolution.

Dissolution Events. The Partnership shall not continue in effect until the expiration of its term, unless it shall be dissolved by in the admission of Substituted Limited Partners or Additional Limited Partners or by manner provided in Section 19 hereof due to the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue the business of the Partnership without dissolution. The Partnership shall dissolve, and its affairs shall be wound up, upon the first to occur happening of any of the following events (each a “Liquidating Event”):events: (i) an event of withdrawal of the General Partner, as defined in the Act (other than an event of Bankruptcy), unless, (a) at the time of the occurrence of such event there is at least one (1) remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (b) within ninety (90) days after such event of withdrawal a Majority in Interest of the remaining Partners (or such greater Percentage Interest as may be required by the Act and determined in accordance with the Act) Consent in writing to continue the business of the Partnership and to the appointment, effective as of the date of withdrawal, of a substitute General Partner; (ii) an election to dissolve the Partnership made in writing The determination by the General Partner, in its sole discretion, to dissolve the Partnership; provided, however, that except for the dissolution as a result of insolvency or bankruptcy of the Partnership or the General Partner, the General Partner will not voluntarily dissolve the Partnership without the Residual Interest have first been acquired by the Operating Partnership. (b) The disposition by the Partnership of all of its assets and absolute discretionproperty, unless such sale or disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment; (c) The resignation or dissolution of the General Partner, unless at the time of such resignation or dissolution there shall be one or more other General Partners who are members of the Partnership or who are simultaneously with, or have been prior to, such event, admitted to the Partnership; (d) The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership to be a bankrupt, and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal therefrom; (e) The General Partner: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) the entry of is adjudicated a decree of judicial dissolution of the Partnership by a court of competent jurisdiction pursuant to the provisions of the Actbankrupt or insolvent; (iv) the sale files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (v) files an answer or other disposition pleading admitting or failing to contest the material allegations of all a petition or substantially all application filed against him in any proceeding of the assets and properties of the Partnership for cash a type referred to in subparagraph (ii) or for marketable securities, if such sale or disposition results in the termination of the Partnership for federal income tax purposes(iv); or (vvi) a final and nonappealable judgment is entered by a court of competent jurisdiction ruling that the General Partner is bankrupt or insolventseeks, or a final and nonappealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless prior consents to or within ninety (90) days after acquiesces in the appointment of a trustee, receiver or liquidator of the entry general partner or of such order all or judgment a Majority in Interest any substantial part of his properties. (f) Dissolution by operation of law; or (g) The vote of all the remaining Partners Consent in writing to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a substitute General PartnerPartners.

Dissolution Events. (a) The Partnership shall not be dissolved by the admission of Substituted Limited Partners or Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue the business of the Partnership without dissolution. The Partnership shall dissolve, and its affairs shall be wound up, up upon the first to occur happening of any of the following events (each a “Liquidating Event”):following: (i) an event of withdrawal of the General Partner, as defined in the Act (other than an event of Bankruptcy), unless, (a) at the time of the occurrence of such event there is at least one (1) remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (b) within ninety (90) days after such event of withdrawal a Majority in Interest of the remaining Partners (or such greater Percentage Interest as may be required by the Act and determined in accordance with the Act) Consent in writing to continue the business of the Partnership and to the appointment, effective as of the date of withdrawal, of a substitute General Partner; (ii) an election to dissolve the Partnership made in writing by the General Partner, in its sole and absolute discretion; (iii) the entry of a decree of judicial dissolution of the Partnership by a court of competent jurisdiction pursuant to the provisions of the Act; (iv) the sale or other disposition of all or substantially all of the assets and properties Partnership assets, and, after the satisfaction of liabilities to creditors of the Partnership for cash or for marketable securitiesPartnership, if such sale or disposition results the distribution of the proceeds thereof to the Partners; (2) subject to Section 6.5, the decision by Partner(s) owning a majority of the partnership interests in the termination of Partnership to dissolve the Partnership for federal income tax purposes; orPartnership; (v3) a final and nonappealable judgment is entered the occurrence of an event that makes it unlawful for the Partnership’s business to be continued; (4) the entry by a court of competent jurisdiction ruling that of a decree of judicial dissolution with respect to the Partnership; or (5) the termination of the legal existence of the last remaining General Partner of the Partnership or the occurrence of any other event which terminates the continued status as a General Partner of the last remaining General Partner of the Partnership in the Partnership unless the Partnership is bankrupt continued without dissolution in a manner permitted by this Agreement or insolvent, or the Act. Upon the occurrence of any event that causes the last remaining General Partner of the Partnership to cease to be a final General Partner of the Partnership (other than (i) upon an assignment by the last remaining General Partner of all of its partnership interest in the Partnership and nonappealable order for relief is entered by a court with appropriate jurisdiction against the admission of the transferee as General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect(ii) the resignation of the last remaining General Partner and the admission of an additional partner(s), unless prior including a General Partner, of the Partnership), to or the fullest extent permitted by law, the personal representative of such partner is hereby authorized to, and shall, within ninety (90) 90 days after the occurrence of the entry event that terminated the continued status as a General Partner of such order or judgment a Majority partner in Interest of the remaining Partners Consent Partnership, agree in writing (i) to continue the business Partnership and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute General Partner of the Partnership, effective as of the occurrence of the event that terminated the continued partnership of the last remaining General Partner of the Partnership in the Partnership. (b) Notwithstanding any other provision of this Agreement or any other organizational document and any provision of law that otherwise so empowers the Partnership, the Bankruptcy of any Partner shall not cause such Partner to cease to be a partner of the Partnership and to upon the appointment, effective as of a date prior to the date occurrence of such order an event, the Partnership shall continue without dissolution. (c) Notwithstanding any other provision of this Agreement or judgmentany other organizational document and any provision of law that otherwise so empowers the Partnership, each of the Partners waives any right it might have to agree in writing to dissolve the Partnership upon the Bankruptcy of any Partner, or the occurrence of any event that causes any Partner to cease to be a substitute General Partnerpartner of the Partnership.

Dissolution Events. (a) The Partnership bankruptcy, death, dissolution, liquidation, termination or adjudication of incompetency of a Partner shall not be dissolved by cause the admission of Substituted Limited Partners termination or Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal dissolution of the General Partner, any successor General Partner shall continue Partnership and the business of the Partnership without dissolutionshall continue. Upon any such occurrence, the trustee, receiver, executor, administrator, committee, guardian or conservator of such Partner shall have all the rights of such Partner for the purpose of settling or managing its estate or property, subject to satisfying conditions precedent to the admission of such assignee as a substitute Partner. The transfer by such trustee, receiver, executor, administrator, committee, guardian or conservator of any Partnership shall dissolve, and its affairs Interest shall be wound up, upon the first subject to occur of any all of the following events (each a “Liquidating Event”):restrictions hereunder to which such transfer would have been subject if such transfer had been made by such bankrupt, deceased, dissolved, liquidated, terminated or incompetent Partner. (ib) an event of withdrawal of the General Partner, as defined in the Act (other than an event of Bankruptcy), unless, (a) at the time of the occurrence of such event there is at least one (1) remaining general partner Dissolution of the Partnership who is hereby authorized to and does carry shall be effective on the business day on which a Dissolution Event occurs, but the Partnership shall not terminate until all of the Cash Flow and other available assets of the Partnership shall have been distributed as provided in this Agreement. Notwithstanding the dissolution of the Partnership prior to the termination of the Partnership, or (b) within ninety (90) days after such event of withdrawal a Majority in Interest of the remaining Partners (or such greater Percentage Interest as may be required by the Act and determined in accordance with the Act) Consent in writing to continue aforesaid, the business of the Partnership and the affairs of the Partners as such shall continue to be governed by this Agreement. (c) Notwithstanding anything in this Agreement to the appointmentcontrary, effective as of the date of withdrawal, of upon a substitute General Partner; (ii) an election to dissolve the Partnership made in writing by the General Partner, in its sole and absolute discretion; (iii) the entry of a decree of judicial dissolution of the Partnership by a court of competent jurisdiction pursuant to the provisions of the Act; (iv) the sale or other disposition of all or substantially all of the assets and properties of the Partnership for cash where all or for marketable securities, if such sale or disposition results in the termination any portion of the consideration payable to the Partnership for federal income tax purposes; or (v) a final and nonappealable judgment is entered to be received by a court of competent jurisdiction ruling that the General Partner is bankrupt or insolvent, or a final and nonappealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless prior to or within Partnership more than ninety (90) days after of the entry of date on which such order or judgment a Majority in Interest of the remaining Partners Consent in writing to continue the business of sale occurs, the Partnership shall continue solely for purposes of collecting the deferred payments and making distributions to the appointmentPartners. In such event, effective (i) the deferred obligation payable to the Partnership shall be valued at its fair market value as of a date prior to the date of such order or judgmentsale (as determined by the General Partner or, of a substitute at the General Partner's election, as determined by an independent appraisal paid for by the Partnership), (ii) Profits, Losses and other items of income and gain recognized and Cash Flow distributed in any year as a result of such sale shall be allocated and distributed among the Partners in the same proportion as such Profits, Losses and other items of income and gain and Cash Flow would have been allocated and distributed were the entire gain resulting from such sale required to be recognized for Federal income tax purposes in the year in which such sale occurred; and (iii) income attributed to interest on any deferred payments shall be allocated between, and such interest shall be distributed to, the Partners as if the deferred payment obligations received by the Partnership had been distributed in-kind to the Partners under Section 9.02 hereof in the proportions provided for in Section 7.02 hereof. (d) Notwithstanding anything to the contrary in this agreement, in no event shall the Partnership be dissolved as long as any of the Property Partnerships are subject to a regulatory agreement with HUD relating to any Project, as defined in the Property Partnerships..

Dissolution Events. The Partnership shall not be dissolved by the admission of Substituted Limited Partners or Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue the business of the Partnership without dissolution. The Partnership shall dissolve, dissolve and its affairs shall be wound up, commence winding up and liquidating upon the first to occur of any of the following events (each a “Liquidating "Dissolution Event”"): (ia) an event The occurrence of withdrawal December 31, 2020; (b) The unanimous vote of the Partners to dissolve, wind up, and liquidate the Partnership; (c) The Bankruptcy of the General Partner, as defined in provided that such Bankruptcy shall not constitute a Dissolution Event if the Partnership is continued pursuant to this Section 12.1; (d) A final determination that an event has occurred that makes it unlawful to carry on the business of the Partnership; (e) The withdrawal or removal of a General Partner, the assignment by a General Partner of its entire Interest or any other event that causes a General Partner to cease to be a general partner under the Act, provided that any such event shall not constitute a Dissolution Event if the Partnership is not dissolved or is continued pursuant to this Section 12.1; or (f) The failure of the Partnership to make distributions to Investor required to be made pursuant to Section 10.8(b)(ii)(2) hereof. The Partners hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Law, the Partnership shall not dissolve prior to the occurrence of a Dissolution Event. Upon the occurrence of any event set forth in Section 12.1(c) or 12.1(e) (other than an event of Bankruptcy)described in Section 12.1(e) hereof that did not violate Section 11.1 hereof) hereof, unless, the Partnership shall not be dissolved or required to be wound up if (ax) at the time of the occurrence of such event there is at least one (1) remaining general partner General Partner and that General Partner carries on the business of the Partnership who is (any such remaining General Partner being hereby authorized to and does carry on the business of the Partnership), or (by) within ninety (90) days after such event of withdrawal a Majority in Interest of the all remaining Partners (or such greater Percentage Interest as may be required by the Act and determined in accordance with the Act) Consent agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of withdrawalsuch event, of a substitute one or more additional General Partner; Partners (ii) other than an election to dissolve the Partnership made in writing by the General PartnerIneligible Person). If it is determined, in its sole and absolute discretion; (iii) the entry of a decree of judicial dissolution of the Partnership by a court of competent jurisdiction pursuant jurisdiction, that the Partnership has dissolved prior to the provisions occurrence of a Dissolution Event, or if upon the Act; occurrence of an event described in Section 12.1(c) or 12.1(e) hereof (ivother than an event described in Section 12.1(e) hereof that did not violate Section 11.1 hereof), the sale or other disposition of all or substantially all of the assets and properties of the Partnership for cash or for marketable securities, if such sale or disposition results in the termination of the Partnership for federal income tax purposes; or (v) Partners fail to appoint a final and nonappealable judgment is entered by a court of competent jurisdiction ruling that the substitute General Partner is bankrupt or insolvent, or a final and nonappealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws effective as now or hereafter in effect, unless prior to or within ninety (90) days after of the entry of such order or judgment a Majority in Interest of the remaining Partners Consent in writing event and to agree to continue the business of the Partnership as provided in this Section 12.1, then within an additional one hundred and eighty (180) days after such determination or the last day of such ninety (90) day period, as the case may be (the "Reconstitution Period"), Investor may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a-new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person elected by Investor (other than an Ineligible Person). Upon any such election by Investor, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within the Reconstitution Period, the Partnership shall wind up its affairs in accordance with Section 12.2 hereof. If such an election is made within the Reconstitution Period, then: (i) The reconstituted limited partnership shall continue until the occurrence of a Dissolution Event as provided in this Section 12.1; (ii) If the successor general partner is not a former General Partner, then the Interest of any former General Partner shall be treated thenceforth as the Interest of a Limited Partner; and (iii) All necessary steps shall be taken to cancel this Agreement and the Certificate and to enter into a new partnership agreement and certificate of limited partnership, and the appointment, effective successor general partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Section 13 hereof; provided that the right of Investor to select a successor general partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted partnership would cease to be treated as of a date prior to partnership for federal income tax purposes upon the date exercise of such order or judgment, of a substitute General Partnerright to continue.