Common use of Events Causing Dissolution Clause in Contracts

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership in conformity with the General Partnerthis Agreement; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) at any other event not inconsistent with any provision hereof causing a dissolution of time there are no limited partners, unless the Partnership under is continued in accordance with the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e9.2(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership; or (f) the determination of the General Partner in its sole discretion; provided that in the event of a dissolution pursuant to this clause (f), the relative economic rights of each Class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Partners pursuant to Section 9.3 below in connection with the winding up of the Partnership, taking into consideration tax and other legal constraints that may adversely affect one or more parties hereto and subject to compliance with applicable Laws, unless, and to the extent that, with respect to any Class of Units, holders of not less than 90% of the Units of such Class consent in writing to a treatment other than as described above.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the entry rendering of a decree of judicial judgment ordering the dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership in conformity with the General Partnerthis Agreement; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) at any other event not inconsistent with any provision hereof causing a dissolution of time there are no limited partners, unless the Partnership under is continued in accordance with the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership; or (f) the determination of the General Partner in its sole discretion; provided that in the event of a dissolution pursuant to this clause (f), the relative economic rights of each Class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Partners pursuant to Section 9.03 below in connection with the winding up of the Partnership, taking into consideration tax and other legal constraints that may adversely affect one or more parties hereto and subject to compliance with applicable laws and regulations, unless, and to the extent that, with respect to any Class of Units, holders of not less than 90% of the Units of such Class consent in writing to a treatment other than as described above.

Events Causing Dissolution. A. The Production Partnership shall be dissolved and its affairs shall be wound up upon the occurrence happening of any of the following events events: (eachi) the expiration of its term, a “Dissolution Event”):unless its term shall have been extended by the Managing Partner pursuant to Section 2.4; (ii) the Incapacity of the Managing Partner. However, within ninety days thereafter the remaining Partners may elect to reconstitute the Production Partnership prior to application of the liquidation provisions of Section 8.2; (iii) the Sale or other disposition at one time of all or substantially all of the assets of the Production Partnership existing at the time of such Sale; (iv) the election to dissolve the Production Partnership (a) by the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Managing Partner (i) is permanently incapable of performing its part of this Agreementwhich election shall be Consented to by the Limited Partnership), (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (ivb) conducts itself in a manner relating to by the Partnership or its business such that it is not reasonably practicable for Consent of all Partners other than the other Partners to carry on the business of the Partnership with the General Managing Partner; (bv) any event which makes it unlawful for ninety days after the business Removal or withdrawal (unless the Limited Partnership Consents to a Successor pursuant to Section 6.2) of the Partnership to be carried on by the PartnersManaging Partner; (cvi) the written consent happening of all Partners; (d) any other event not inconsistent with any provision hereof causing a the dissolution of the Production Partnership under the Act; (e) laws of the State, except that the Incapacity or removal of any Partner (other than the General Partner or Managing Partner) shall not dissolve the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Production Partnership and the appointment of another general partner seizure of the Interest of any Partner shall not dissolve the Production Partnership, effective as . B. Dissolution of the Production Partnership shall be effective on the day on which the event that caused occurs giving rise to the General dissolution, but the Production Partnership shall not terminate until the Managing Partner has recorded a notice of dissolution of the Production Partnership in the proper records of any jurisdiction in which this Agreement has been recorded and shall have complied with the laws of the states in which it does business and the assets of the Production Partnership have been distributed as provided in Section 8.2. C. Nothing contained in this Agreement shall impair, restrict or limit the rights and powers of the Partners under the laws of the State of Oklahoma or any other jurisdiction in which the Production Partnership is doing business to cease to be reform and reconstitute themselves as a general partner partnership following dissolution of the Partnership, within 120 days following the occurrence of Production Partnership either under provisions identical to those set forth herein or under any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnershipother provisions.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the entry rendering of a decree of judicial judgment ordering the dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership in conformity with the General Partnerthis Agreement; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) at any other event not inconsistent with any provision hereof causing a dissolution of time there are no limited partners, unless the Partnership under is continued in accordance with the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership; or (f) the determination of the General Partner in its sole discretion; provided that in the event of a dissolution pursuant to this clause (f), the relative economic rights of each Class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Partners pursuant to Section 9.03 below in connection with the winding up of the Partnership, taking into consideration tax and other legal constraints that may adversely affect one or more parties hereto and subject to compliance with applicable laws and regulations, unless, and to the extent that, with respect to any Class of Units, holders of not less than 90% of the Units of such Class consent in writing to a treatment other than as described above.

Events Causing Dissolution. The Partnership Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the entry of a decree of judicial dissolution of the Partnership Company under Section 1718-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership Company in conformity with the General Partnerthis Agreement; (b) any event which makes it unlawful for the business of the Partnership Company to be carried on by the PartnersMembers; (c) the written consent of all PartnersMembers; (d) at any other event not inconsistent time there are no Members, unless the Company is continued in accordance with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity or removal of the General Partner Managing Member or the occurrence of a Disabling Event with respect to the General PartnerManaging Member; provided that the Partnership Company will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner Managing Member of the Partnership Company who is hereby authorized to, and elects to, carry on the business of the PartnershipCompany; or (ii) all remaining Limited Partners Members consent to or ratify the continuation of the business of the Partnership Company and the appointment of another general partner Managing Member of the PartnershipCompany, effective as of the event that caused the General Partner Managing Member to cease to be a general partner Managing Member of the PartnershipCompany, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner Member shall provide a written consent or ratification) to have been given for all Limited Partners Members if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the PartnershipCompany; or (f) the determination of the Managing Member in its sole discretion; provided that in the event of a dissolution pursuant to this clause (f), the relative economic rights of each Class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 9.03 below in connection with the winding up of the Company, taking into consideration tax and other legal constraints that may adversely affect one or more parties hereto and subject to compliance with applicable laws and regulations, unless, and to the extent that, with respect to any Class of Units, holders of not less than 90% of the Units of such Class consent in writing to a treatment other than as described above.

Events Causing Dissolution. A. The Limited Partnership shall be dissolved and its affairs shall be wound up upon the occurrence happening of any of the following events events: (eachi) the expiration of its term, a “Dissolution Event”):without any continuation thereof as set forth in Section 2.3; (ii) the Incapacity of the General Partner. However, within ninety days thereafter the Unit Holders may elect to reconstitute the Limited Partnership prior to application of the liquidation provisions of Section 9.2; (iii) the Sale or other disposition at one time of all or substantially all of the assets of the Limited Partnership existing at the time of such Sale (including the liquidation or redemption other than in kind of its interest in the NPI Partnership); (iv) the election to dissolve the Limited Partnership (a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent election shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) Consented to have been given for all Limited Partners if the holders of by Unit Holders owning more than 50% of the Vested Units then outstanding agree in writing to so continue Depositary Units), or (b) by the business Consent of Unit Holders owning more than 50% of the outstanding Depositary Units; (v) ninety days after the Removal or withdrawal of the sole General Partner (unless a successor is elected pursuant to Section 6.5); (vi) the dissolution and liquidation of the NPI Partnership without the continuance of its business by the Limited Partnership pursuant to Section 4.2A(ii); or (vii) the happening of any other event causing the dissolution of the Limited Partnership under the laws of the State, except that the Incapacity of the Depositary or any Unit Holder shall not dissolve the Limited Partnership and the seizure of the Interest of the Depositary shall not dissolve the Limited Partnership. B. Dissolution of the Limited Partnership shall be effective on the day on which the event occurs giving rise to the dissolution, but the Limited Partnership shall not terminate until the General Partner has recorded a notice of dissolution of the Limited Partnership with the office of the Secretary of State of the State and shall have complied with the laws of the other states in which its does business and the assets of the Limited Partnership have been distributed as provided in Section 9.2. C. Nothing contained in this Agreement shall impair, restrict or limit the rights and powers of the Partners under the laws of the State or any other jurisdiction in which the Limited Partnership is doing business to reform and reconstitute themselves as a limited partnership following dissolution of the Limited Partnership either under provisions identical to those set forth herein or under any other provisions. D. If the Limited Partnership is dissolved as a result of an event set forth in Sections 9.lA(ii), (v) or (xx), Unit Holders owning a majority of the outstanding Depositary Units may appoint an interim manager of the Limited Partnership, who shall have and may exercise only the rights, powers and duties of a general partner necessary to preserve Limited Partnership assets, until (a) a successor General Partner is elected pursuant to Section 6.5, if the Limited Partnership is reconstituted, or (b) the Limited Partnership is liquidated pursuant to Section 9.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):events: (a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i1) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 90 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (b) the written consent of all Partners; (c) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act; or (d) (i) the Incapacity or removal of the General Partner, (ii) the occurrence of a Disabling Event with respect to the General Partner or (iii) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (iA) is permanently incapable of performing its part of this Agreement, (iiB) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iiiC) willfully or persistently commits a breach of this Agreement or (ivD) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e9.02(d) if: (ix) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; Partnership or (iiy) all remaining Limited Partners consent to or ratify in writing the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 90 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the expiration of the term of the Partnership as provided in Section 2.03; (b) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner; (bc) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (cd) the written consent of all Partners; (de) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act; (ef) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e9.02(f) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 90 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e9.02(f) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 90 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):events: (a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i1) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement Agreement, or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act;; or (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e9.2(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall be dissolved shall, as provided below, dissolve upon, but not before, the first to occur of the following: (a) Proceedings are commenced by or against either of the Partners for any relief under any bankruptcy or insolvency law, or any law relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangement or extension and its affairs shall be wound up upon such proceedings have not been dismissed, nullified or otherwise rendered ineffective within 60 days after such proceedings have commenced; or (b) A decree or order of a court having jurisdiction in the occurrence premises for the appointment of a receiver, liquidator, trustee or assignee in bankruptcy or insolvency of any of the following events (eachPartners, or of a “Dissolution Event”):substantial part of its property, or for the winding-up or liquidation of its affairs, has been entered, and such decree or order has remained in force undischarged for a period of 60 days; or (ac) Any Partner shall make a general assignment for the entry benefit of a decree creditors; or (d) The sale, condemnation, taking by eminent domain or other disposition of judicial dissolution all or substantially all of the assets of the Partnership and the sale and/or collection of any evidence of indebtedness received in connection therewith; or (e) The conclusion of the term of the Partnership under Section 17-802 1.4 hereof; or (f) The withdrawal by a Partner from the Partnership without the written consent of the Act upon the finding other Partners; or (g) The breach by a court Partner of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on any of the business covenants contained herein, and, if such breach is remediable, such Partner fails to remedy the breach within 45 days after written notice from either of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on remedy such breach or, in the business case of a dispute as to the Partnership with the General Partner;existence or occurrence of such breach, within 45 days after a final determination (through arbitration or allowed judicial proceedings) that there has been a breach; or (bh) any event which makes it unlawful for the business The transfer (directly, indirectly or by operation of the Partnership to be carried on by the Partners;law) of greater than a 50% equity interest in a Partner, except as specifically allowed under Section 11.2 hereof; or (c) the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time The dissolution of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the PartnershipBlack Beauty Coal Company.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership in conformity with the General Partnerthis Agreement; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) at any other event not inconsistent with any provision hereof causing a dissolution of time there are no Limited Partners, unless the Partnership under is continued in accordance with the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 one hundred twenty (120) days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership; or (f) the determination of the General Partner in its sole discretion; provided that in the event of a dissolution pursuant to this Section 9.02(f), the relative economic rights of each Class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Partners pursuant to Section 9.03 hereof in connection with the winding up of the Partnership, taking into consideration tax and other legal constraints that may adversely affect one or more parties hereto and subject to compliance with applicable laws and regulations, unless, and to the extent that, with respect to any Class of Units, holders of not less than 90% of the Units of such Class consent in writing to a treatment other than as described above.

Events Causing Dissolution. The Partnership Subject to Section 11.03, the Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):events: (a) The sale or other disposition by the entry Company of a decree of judicial dissolution all or substantially all of the Partnership Company’s assets and the collection of all amounts derived from any such sale or other disposition, including all amounts payable to the Company under Section 17-802 any promissory notes or other evidences of indebtedness taken by the Act upon the finding by a court of competent jurisdiction that Company in connection with such sale or other disposition (unless the General Partner (i) is permanently incapable shall elect, with the approval of performing its part of this AgreementNYSCRF, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating distribute such indebtedness to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partnerin liquidation); (b) The withdrawal (except in accordance with Section 10.03), liquidation, dissolution or Bankruptcy of the General Partner; or (c) The occurrence of any event which makes not specified above that, under the Act or other applicable laws, would cause the dissolution of the Company or that would make it unlawful for the business of the Partnership Company to be carried on by continued. For purposes of this Agreement, the Partners; term “Bankruptcy” shall mean, and a Partner shall be deemed “Bankrupt” upon, (ci) the written consent entry of all Partners; (d) a final and appealable decree or order for relief of such Partner by a court of competent jurisdiction in any involuntary case involving such Partner under any bankruptcy, insolvency, or other event not inconsistent with any provision hereof causing a dissolution similar law now or hereafter in effect and the expiration of the Partnership under the Act; applicable appeals period without any appeal being filed; (eii) the Incapacity appointment of a receiver, liquidator, assignee for the benefit of creditors, custodian, trustee, sequestrator, or removal of the General other similar agent for such Partner or for any substantial part of such Partner’s assets or property; (iii) the occurrence entry of a Disabling Event final non-appealable order for the winding up or liquidation of such Partner’s affairs by a court of competent jurisdiction in any involuntary case involving such Partner under any bankruptcy, insolvency, or other similar law now or hereafter in effect; (iv) the filing with respect to such Partner of a petition in any such involuntary bankruptcy case which petition remains undismissed for a period of 90 days; (v) the General Partnercommencement by such Partner of a voluntary case under any bankruptcy, insolvency, or other similar law now or hereafter in effect; provided that (vi) the Partnership will not be dissolved consent by such Partner to the entry of an order for relief in an involuntary case under any such law or required to be wound up in connection with the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator, or other similar agent for such Partner or for any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence substantial part of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the PartnershipPartner’s assets or property; or (iivii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General making by such Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given general assignment for all Limited Partners if the holders benefit of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnershipcreditors.

Events Causing Dissolution. The Partnership Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the entry of a decree of judicial dissolution of the Partnership Company under Section 1718-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership Company in conformity with the General Partnerthis Agreement; (b) any event which makes it unlawful for the business of the Partnership Company to be carried on by the PartnersMembers; (c) the written consent of all PartnersMembers; (d) at any other event not inconsistent time there are no Members, unless the Company is continued in accordance with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity or removal of the General Partner Manager or the occurrence of a Disabling Event with respect to the General PartnerManager; provided that the Partnership Company will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner Manager of the Partnership Company who is hereby authorized to, and elects to, carry on the business of the PartnershipCompany; or (ii) all remaining Limited Partners Members consent to or ratify the continuation of the business of the Partnership Company and the appointment of another general partner Manager of the PartnershipCompany, effective as of the event that caused the General Partner Manager to cease to be a general partner Manager of the PartnershipCompany, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner Member shall provide a written consent or ratification) to have been given for all Limited Partners Members if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the PartnershipCompany; or (f) the determination of the Manager in its sole discretion; provided that in the event of a dissolution pursuant to this clause (f), the relative economic rights of each Class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 9.03 below in connection with the winding up of the Company, taking into consideration tax and other legal constraints that may adversely affect one or more parties hereto and subject to compliance with applicable laws and regulations, unless, and to the extent that, with respect to any Class of Units, holders of not less than 90% of the Units of such Class consent in writing to a treatment other than as described above.

Events Causing Dissolution. The Partnership Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the entry of a decree of judicial dissolution of the Partnership Company under Section 1718-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership Company in conformity with the General Partnerthis Agreement; (b) any event which makes it unlawful for the business of the Partnership Company to be carried on by the PartnersMembers; (c) the written consent of all PartnersMembers; (d) at any other event not inconsistent time there are no Members, unless the Company is continued in accordance with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity Incapacity, withdrawal or removal resignation of the General Partner Managing Member or the occurrence of a Disabling Event with respect to the General PartnerManaging Member; provided that the Partnership Company will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner Managing Member of the Partnership Company who is hereby authorized to, and elects to, carry on the business of the PartnershipCompany; or (ii) all remaining Limited Partners Members consent to or ratify the continuation of the business of the Partnership Company and the appointment of another general partner Managing Member of the PartnershipCompany, effective as of the event that caused the General Partner Managing Member to cease to be a general partner Managing Member of the PartnershipCompany, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner Member shall provide a written consent or ratification) to have been given for all Limited Partners Members if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the PartnershipCompany; or (f) the determination of the Managing Member in its reasonable discretion; provided that in the event of a dissolution pursuant to this clause (f), the relative economic rights of each Class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 9.03 below in connection with the winding up of the Company, taking into consideration tax and other legal constraints that may adversely affect one or more parties hereto and subject to compliance with applicable laws and regulations, unless, and to the extent that, with respect to any Class of Units, holders of not less than 90% of the Units of such Class consent in writing to a treatment other than as described above.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 36 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits commit a material breach of this Agreement or (iv) conducts conduct itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act, including any action brought in accordance with Section 15(4)(f) of the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to any other event including any event prescribed under Section 36(7) of the Act, which causes the General PartnerPartner to cease to be the general partner of the Partnership; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e8.02(e) if: (i) at the time of the occurrence of such event there is at least one other Cayman Islands incorporated or registered general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) in the event the Partnership does not have at least one Cayman Islands incorporated or registered general partner, all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another a Cayman Islands incorporated or registered general partner of the Partnership, effective as Partnership within 90 days of the event that caused service of a notice by the General Partner to cease to be a general partner (or its legal representative) on all Limited Partners informing them of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership in conformity with the General Partnerthis Agreement; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) at any other event not inconsistent with any provision hereof causing a dissolution of time there are no limited partners, unless the Partnership under is continued in accordance with the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership; or (f) the determination of the General Partner in its reasonable discretion. Notwithstanding any other provision of this Agreement (including Section 8.06 hereof) or the Act, upon the Incapacity or removal of the General Partner, the occurrence of a Disabling Event with respect to the General Partner, or upon the occurrence of any other event that causes the General Partner to withdraw as, or cease to be, the general partner of the Partnership (each, a “Triggering Event”), Parent (or in the event that Counselors determines that Parent should not serve in such capacity, a nominee selected by Counselors (other than Counselors itself or its members)) shall, without any action of any other Person, be automatically admitted as a general partner of the Partnership (a “Substitute GP”) upon the execution by such Substitute GP of a counterpart signature page to this Agreement. Such Substitute GP shall be deemed admitted to the Partnership as a general partner of the Partnership effective immediately prior to the occurrence of such Triggering Event. The Substitute GP shall have no interest in the profits, losses and capital of the Partnership and will have no right to receive any distributions of Partnership assets. Upon admission of a Substitute GP in accordance with the foregoing, such Substitute GP is hereby authorized to, and elects to, carry on the business of the Partnership in accordance with the terms of this Agreement and the Act, and the Partnership shall continue without dissolution.

Events Causing Dissolution. The winding up of the Partnership shall be dissolved and its affairs shall be wound up commence upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) on order for the entry of a decree of judicial winding up and dissolution of the Partnership under Section 17-802 36 of the Act upon the finding by a court of competent jurisdiction that the General Partner Partners (i) is are permanently incapable of performing its their part of this Agreement, (ii) has have been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits commit a material breach of this Agreement or (iv) conducts itself conduct themselves in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General PartnerPartners; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act, including any action brought in accordance with Section 36(3)(g) of the Act; (e) the Incapacity or removal of the General Partner Partners or the occurrence of a Disabling Event with respect to any other event including any event prescribed under Section 36(7) of the Act, which causes the General PartnerPartners to cease to be the general partners of the Partnership; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e8.02(e) if: (i) at the time of the occurrence of such event there is at least one other Cayman Islands incorporated or registered general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) in the event the Partnership does not have at least one Cayman Islands incorporated or registered general partner, all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another a Cayman Islands incorporated or registered general partner of the Partnership, effective as Partnership within 90 days of the event that caused service of a notice by the General Partner to cease to be a general partner (or its legal representative) on all Limited Partners informing them of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “"Dissolution Event”"): (a) the entry rendering of a decree of judicial judgment ordering the dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall Subject to Sections 2.6 and 2.7 of the Equityholders’ Agreement, the LLC will be dissolved and its affairs shall will be wound up upon on the occurrence of any of the following events (each, a “Dissolution Event”): (a) any voluntary or involuntary liquidation, dissolution or winding up of the Company, other than any dissolution, liquidation or winding up in connection with any reincorporation of the Company in another jurisdiction; (b) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the PartnersAct; (c) at any time there are no Members of the written consent of all PartnersLLC, unless the LLC is continued in accordance with the Act; (d) any other event not inconsistent with any provision hereof causing a dissolution the Incapacity of the Partnership under the Act; (e) the Incapacity or removal of the General Partner Managing Member or the occurrence of a Disabling Event with respect to the General Partner; provided Managing Member, except that the Partnership LLC will not be dissolved or required to be wound up and no Dissolution Event will occur in connection with any of the events specified in this Section 9.02(e9.2(d) if: : (i) at when the time of the occurrence of such event occurs there is at least one other general partner Managing Member of the Partnership LLC who is hereby authorized to, and elects to, carry on the business of the Partnership; or LLC; (ii) all remaining Limited Partners Members consent to or ratify the continuation of the business of the Partnership LLC and the appointment of another general partner Managing Member of the Partnership, LLC within 90 days following the effective date of the Incapacity (to be effective as of the event that caused the General Partner to cease to be a general partner date of the Partnership, within 120 days following the occurrence of any such eventIncapacity), which consent shall will be deemed (and if requested each Limited Partner shall Member will provide a written consent or for ratification) to have been given for all Limited Partners Members if the holders of more than 50% two-thirds of the Vested Units then outstanding held by Members other than the Managing Member agree in writing to so continue the business of the PartnershipLLC; or (e) the sale or other disposition of all or substantially all of the assets owned directly or indirectly by the LLC.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a material breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e8.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 90 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):events: (a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership in conformity with the General Partnerthis Agreement; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) at any other event not inconsistent with any provision hereof causing a dissolution of time there are no limited partners, unless the Partnership under is continued in accordance with the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership; or (f) the determination of the General Partner in its reasonable discretion. Notwithstanding any other provision of this Agreement (including Section 8.06 hereof) or the Act, upon the Incapacity or removal of the General Partner, the occurrence of a Disabling Event with respect to the General Partner, or upon the occurrence of any other event that causes the General Partner to withdraw as, or cease to be, the general partner of the Partnership (each, a “GP Triggering Event”), Issuer (or in the event that the Board of Directors of the Issuer determines that Issuer should not serve in such capacity, a nominee selected by the Board of Directors of the Issuer (other than the Issuer)) shall, without any action of any other Person, be automatically admitted as a general partner of the Partnership (a “Substitute GP”) upon the execution by such Substitute GP of a counterpart signature page to this Agreement. Such Substitute GP shall be deemed admitted to the Partnership as a general partner of the Partnership effective immediately prior to the occurrence of such GP Triggering Event. The Substitute GP, solely in its capacity as General Partner, shall have no interest in the profits, losses and capital of the Partnership and will have no right to receive any distributions of Partnership assets. Upon admission of a Substitute GP in accordance with the foregoing, such Substitute GP is hereby authorized to, and elects to, carry on the business of the Partnership in accordance with the terms of this Agreement and the Act, and the Partnership shall continue without dissolution.

Events Causing Dissolution. The Partnership --------------------------- shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):events: (a) the entry of a decree of judicial dissolution The expiration of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business term of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself ,as provided in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General PartnerSection 2.04 hereof; (b) any event which makes it unlawful for the business The withdrawal, removal or bankruptcy of the Partnership to be carried on General Partner or Transfer (other than a grant of a security interest) by the Partners; (c) General Partner of its entire Interest in the written consent Partnership when the assignee is not admitted to the Partnership as an additional or successor General Partner in accordance with Section 10.01 hereof, or the occurrence of all Partners; (d) any other event not inconsistent with any provision hereof causing that results in the General Partner ceasing to be a dissolution general partner of the Partnership under the Delaware Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that , provided, the Partnership will shall not be dissolved or and required to be wound up in connection with any of the events specified in this Section 9.02(eclause (b) if: if (i) at the time of the occurrence of such event there is at least one other remaining general partner of the Partnership who is hereby authorized to, and elects agrees to, and does carry on the business of the Partnership; , or (ii) all within ninety days after the occurrence of such event, a majority in Interest of the remaining Limited Partners consent (or such greater percentage in Interest as is required by the Delaware Act) agree in writing or by vote to or ratify the continuation of continue the business of the Partnership and to the appointment of another general partner of the Partnershipappointment, effective as of the event that caused date of such event, if required, of one or more additional general partners of the Partnership; (c) The entry of a decree of judicial dissolution under the Delaware Act; (d) The bankruptcy, liquidation or dissolution and winding up of Penelec; (e) The written consent of the General Partner to cease to be a general partner and all of the Partnership, within 120 days following Preferred Partners; (f) In the occurrence of any such event, which consent shall be deemed (sole and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% absolute discretion of the Vested Units then outstanding agree General Partner upon the happening of a Special Event (subject to any limitations set forth in writing to so continue the business of the Partnershipan Action); or (g) In accordance with Section 13.02(f).

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (b) the written consent of all Partners; (c) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act; or (d) (i) the Incapacity or removal of the General Partner, (ii) the occurrence of a Disabling Event with respect to the General Partner or (iii) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (iA) is permanently incapable of performing its part of this Agreement, (iiB) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iiiC) willfully or persistently commits a breach of this Agreement or (ivD) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e9.02(d) if: (ix) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; Partnership or (iiy) all remaining Limited Partners consent to or ratify in writing the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 90 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (b) the written consent of all Partners; (c) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act; or 42903935.5 32 (d) (i) the Incapacity or removal of the General Partner, (ii) the occurrence of a Disabling Event with respect to the General Partner or (iii) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (iA) is permanently incapable of performing its part of this Agreement, (iiB) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iiiC) willfully or persistently commits a breach of this Agreement or (ivD) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e9.02(d) if: (ix) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; Partnership or (iiy) all remaining Limited Partners consent to or ratify in writing the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 90 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the entry of a decree of judicial dissolution of the Partnership Company under Section 1718-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership Company in conformity with the General Partnerthis Agreement; (b) any event which makes it unlawful for the business of the Partnership Company to be carried on by the PartnersMembers; (c) the written consent of all PartnersMembers; (d) at any other event not inconsistent time there are no Members, unless the Company is continued in accordance with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity Incapacity, resignation or removal of the General Partner or the occurrence of a Disabling Event with respect to the General PartnerManaging Member; provided that the Partnership Company will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner Managing Member of the Partnership Company who is hereby authorized to, and elects to, carry on the business of the PartnershipCompany; or (ii) all remaining Limited Partners Members consent to or ratify the continuation of the business of the Partnership Company and the appointment of another general partner Managing Member of the PartnershipCompany, effective as of the event that caused the General Partner Managing Member to cease to be a general partner Managing Member of the PartnershipCompany, within 120 one hundred twenty (120) days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner Member shall provide a written consent or ratification) to have been given for all Limited Partners Members if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the PartnershipCompany; or (f) the determination of the Managing Member in its sole discretion; provided that in the event of a dissolution pursuant to this Section 9.02(f), the relative economic rights of each Class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 9.03 hereof in connection with the winding up of the Company, taking into consideration tax and other legal constraints that may adversely affect one or more parties hereto and subject to compliance with applicable laws and regulations, unless, and to the extent that, with respect to any Class of Units, holders of not less than 90% of the Units of such Class consent in writing to a treatment other than as described above.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 15 of the Act upon the finding by a court of competent jurisdiction that the General Partner Partners (i) is are permanently incapable of performing its their part of this Agreement, (ii) has have been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits commit a material breach of this Agreement or (iv) conducts itself conduct themselves in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General PartnerPartners; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity or removal of the General Partner Partners or the occurrence of a Disabling Event with respect to any other event which causes the General PartnerPartners to cease to be the general partners of the Partnership; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e8.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, Partnership effective as of the event that caused the General Partner Partners to cease to be a general partner partners of the Partnership, within 120 90 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall continue in full force and effect until December 31, 2999, except that the Partnership shall be dissolved and its affairs shall be wound up prior to such date upon the occurrence happening of any of the following events (each, a “Dissolution Event”):events: (a) the entry sale or other disposition of a decree of judicial dissolution all or substantially all of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business assets of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner; (b) any event which makes it unlawful for the business unanimous vote of the Partnership Partners to be carried on by the Partnersdissolve; (c) the written consent happening of all Partners; (d) any event, other event not inconsistent with any provision hereof causing than a withdrawal of a General Partner, that causes a dissolution of the Partnership under the Act; (ed) the Incapacity or removal of the General Partner or the occurrence happening of a Disabling Termination Event with respect to a General Partner or any other event causing a dissolution of the Partnership under the provisions of the Act, unless the business of the Partnership is continued by the consent of all of the Remaining Partner(s); or (e) the withdrawal of a General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: , unless (i) at the time of the occurrence of such event withdrawal there is at least one other general partner of the Partnership who is hereby authorized to, remaining General Partner and elects to, carry on all remaining General Partners agree to continue the business of the Partnership; Partnership (which continuation of the business of the Partnership is hereby authorized) or (ii) within ninety (90) days after such withdrawal all remaining Limited Partners agree in writing to continue the business of the Partnership and agree in writing to the appointment of one (1) or more additional General Partners, if necessary or desired. In any case in which a sole Remaining Partner shall consent to or ratify the continuation of the business of the Partnership and pursuant to this Section 7.1, such Remaining Partner may admit one or more additional Partners (an “Additional Partner”) without obtaining the appointment of another general partner consent of the PartnershipPartner with respect to whom the Termination Event shall have occurred if, effective as but for this sentence of Section 7.1, such Remaining Partner would otherwise have been the sole Partner of the event that caused the General Partnership after such Termination Event. Any such Additional Partner admitted pursuant to cease this Section 7.1 shall, as a condition of such admission, execute an instrument accepting, adopting, and agreeing to be a general partner bound by the terms and conditions of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnershipthis Agreement.

Events Causing Dissolution. The Partnership shall be dissolved shall, as provided below, dissolve upon, but not before, the first to occur of the following: (a) Proceedings are commenced by or against any of the Partners for any relief under any bankruptcy or insolvency law, or any law relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangement or extension and its affairs shall be wound up upon such proceedings have not been dismissed, nullified or otherwise rendered ineffective within 60 days after such proceedings have commenced; or (b) A decree or order of a court having jurisdiction in the occurrence premises for the appointment of a receiver, liquidator, trustee or assignee in bankruptcy or insolvency of any of the following events (eachPartners, or of a “Dissolution Event”):substantial part of its property, or for the winding-up or liquidation of its affairs, has been entered, and such decree or order has remained in force undischarged for a period of 60 days; or (ac) Any Partner shall make a general assignment for the entry benefit of a decree creditors; or (d) The sale, condemnation, taking by eminent domain or other disposition of judicial dissolution all or substantially all of the assets of the Partnership and the sale and/or collection of any evidence of indebtedness received in connection therewith; or (e) The conclusion of the term of the Partnership under Section 17-802 1.4 hereof; or (f) The withdrawal by a Partner from the Partnership without the written consent of the Act upon the finding other Partners; or (g) The breach by a court Partner of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on any of the business covenants contained herein, and, if such breach is remediable, such Partner fails to remedy the breach within 45 days after written notice from either of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on remedy such breach or, in the business of the Partnership with the General Partner; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity or removal of the General Partner or the occurrence case of a Disabling Event with respect dispute as to the General Partner; provided that the Partnership will not be dissolved existence or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnershipbreach, within 120 45 days following the occurrence after a final determination (through arbitration or allowed judicial proceedings) that there has been a breach; or (h) The transfer (directly, indirectly or by operation of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide law) of greater than a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree equity interest in writing to so continue the business of the Partnershipa Partner, except as specifically allowed under Section 11.2 hereof.

Events Causing Dissolution. The Partnership Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the entry of a decree of judicial dissolution of the Partnership Company under Section 1718-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership Company in conformity with the General Partnerthis Agreement; (b) any event which makes it unlawful for the business of the Partnership Company to be carried on by the PartnersMembers; (c) the written consent of all PartnersMembers; (d) at any other event not inconsistent time there are no Members, unless the Company is continued in accordance with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity or removal of the General Partner Managing Member or the occurrence of a Disabling Event with respect to the General PartnerManaging Member; provided that the Partnership Company will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner Managing Member of the Partnership Company who is hereby authorized to, and elects to, carry on the business of the PartnershipCompany; or (ii) all remaining Limited Partners Members consent to or ratify the continuation of the business of the Partnership Company and the appointment of another general partner Managing Member of the PartnershipCompany, effective as of the event that caused the General Partner Managing Member to cease to be a general partner Managing Member of the PartnershipCompany, within 120 one hundred twenty (120) days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner Member shall provide a written consent or ratification) to have been given for all Limited Partners Members if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the PartnershipCompany; or (f) the determination of the Managing Member in its sole discretion; provided that in the event of a dissolution pursuant to this clause (f), the relative economic rights of each Class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 9.03 below in connection with the winding up of the Company, taking into consideration tax and other legal constraints that may adversely affect one or more parties hereto and subject to compliance with applicable laws and regulations, unless, and to the extent that, with respect to any Class of Units, holders of not less than 90% of the Units of such Class consent in writing to a treatment other than as described above.

Events Causing Dissolution. The Partnership --------------------------- shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):events: (a) the entry of a decree of judicial dissolution The expiration of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business term of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself ,as provided in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General PartnerSection 2.04 hereof; (b) any event which makes it unlawful for the business The withdrawal, removal or bankruptcy of the Partnership to be carried on General Partner or Transfer (other than a grant of a security interest) by the Partners; (c) General Partner of its entire Interest in the written consent Partnership when the assignee is not admitted to the Partnership as an additional or successor General Partner in accordance with Section 10.01 hereof, or the occurrence of all Partners; (d) any other event not inconsistent with any provision hereof causing that results in the General Partner ceasing to be a dissolution general partner of the Partnership under the Delaware Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that , provided, the Partnership will shall not be dissolved or and required to be wound up in connection with any of the events specified in this Section 9.02(eclause (b) if: if (i) at the time of the occurrence of such event there is at least one other remaining general partner of the Partnership who is hereby authorized to, and elects agrees to, and does carry on the business of the Partnership; , or (ii) all within ninety days after the occurrence of such event, a majority in Interest of the remaining Limited Partners consent (or such greater percentage in Interest as is required by the Delaware Act) agree in writing or by vote to or ratify the continuation of continue the business of the Partnership and to the appointment of another general partner of the Partnershipappointment, effective as of the event that caused date of such event, if required, of one or more additional general partners of the Partnership; (c) The entry of a decree of judicial dissolution under the Delaware Act; (d) The bankruptcy, liquidation or dissolution and winding up of Met-Ed; (e) The written consent of the General Partner to cease to be a general partner and all of the Partnership, within 120 days following Preferred Partners; (f) In the occurrence of any such event, which consent shall be deemed (sole and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% absolute discretion of the Vested Units then outstanding agree General Partner upon the happening of a Special Event (subject to any limitations set forth in writing to so continue the business of the Partnershipan Action); or (g) In accordance with Section 13.02(f).

Events Causing Dissolution. The Partnership Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):events: (a) the entry of a decree of judicial dissolution of the Partnership Company under Section 1718-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership Company in conformity with the General Partnerthis Agreement; (b) any event which makes it unlawful for the business of the Partnership Company to be carried on by the PartnersMembers; (c) the written consent of all PartnersMembers; (d) at any other event not inconsistent time there are no Members, unless the Company is continued in accordance with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity Incapacity, withdrawal or removal resignation of the General Partner Managing Member or the occurrence of a Disabling Event with respect to the General PartnerManaging Member; provided that the Partnership Company will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner Managing Member of the Partnership Company who is hereby authorized to, and elects to, carry on the business of the PartnershipCompany; or (ii) all remaining Limited Partners Members consent to or ratify the continuation of the business of the Partnership Company and the appointment of another general partner Managing Member of the PartnershipCompany, effective as of the event that caused the General Partner Managing Member to cease to be a general partner Managing Member of the PartnershipCompany, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner Member shall provide a written consent or ratification) to have been given for all Limited Partners Members if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the PartnershipCompany; or (f) the determination of the Managing Member in its reasonable discretion; provided that in the event of a dissolution pursuant to this clause (f), the relative economic rights of each Class of Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made to Members pursuant to Section 9.03 below in connection with the winding up of the Company, taking into consideration tax and other legal constraints that may adversely affect one or more parties hereto and subject to compliance with applicable laws and regulations, unless, and to the extent that, with respect to any Class of Units, holders of not less than 90% of the Units of such Class consent in writing to a treatment other than as described above.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):events: (a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership in conformity with the General Partnerthis Agreement; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) at any other event not inconsistent with any provision hereof causing a dissolution of time there are no limited partners, unless the Partnership under is continued in accordance with the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership; or (f) the determination of the General Partner in its reasonable discretion. Notwithstanding any other provision of this Agreement (including Section 8.06 hereof) or the Act, upon the Incapacity or removal of the General Partner, the occurrence of a Disabling Event with respect to the General Partner, or upon the occurrence of any other event that causes the General Partner to withdraw as, or cease to be, the general partner of the Partnership (each, a “GP Triggering Event”), Issuer (or in the event that the Board of Directors of the Issuer determines that Issuer should not serve in such capacity, a nominee selected by the Board of Directors of the Issuer (other than the Issuer)) shall, without any action of any other Person, be automatically admitted as a general partner of the Partnership (a “Substitute GP”) upon the execution by such Substitute GP of a counterpart signature page to this Agreement. Such Substitute GP shall be deemed admitted to the Partnership as a general partner of the Partnership effective immediately prior to the occurrence of such GP Triggering Event. The Substitute GP, solely in its capacity as General Partner, shall have no interest in the profits, losses and capital of the Partnership and will have no right to receive any distributions of Partnership assets. Upon admission of a Substitute GP in accordance with the foregoing, such Substitute GP is hereby authorized to, and elects to, carry on 4860-7686-4714 v.2 the business of the Partnership in accordance with the terms of this Agreement and the Act, and the Partnership shall continue without dissolution.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): ): (a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership in conformity with the General Partner; this Agreement; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; ; (c) the written consent of all Partners; ; (d) at any other event not inconsistent with any provision hereof causing a dissolution of time there are no limited partners, unless the Partnership under is continued in accordance with the Act; ; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.; or (f) the determination of the General Partner in its reasonable discretion. Notwithstanding any other provision of this Agreement (including Section 8.06 hereof) or the Act, upon the Incapacity or removal of the General Partner, the occurrence of a Disabling Event with respect to the General Partner, or upon the occurrence of any other event that causes the General Partner to withdraw as, or cease to be, the general partner of the Partnership (each, a “Triggering Event”), Parent (or in the event that Counselors determines that Parent should not - 55 - 737868395

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):events: (a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership in conformity with the General Partnerthis Agreement; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) at any other event not inconsistent with any provision hereof causing a dissolution of time there are no limited partners, unless the Partnership under is continued in accordance with the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership; or (f) the determination of the General Partner in its reasonable discretion. Notwithstanding any other provision of this Agreement (including Section 8.06 hereof) or the Act, upon the Incapacity or removal of the General Partner, the occurrence of a Disabling Event with respect to the General Partner, or upon the occurrence of any other event that causes the General Partner to withdraw as, or cease to be, the general partner of the Partnership (each, a “Triggering Event”), Parent (or in the event that Counselors determines that Parent should not serve in such capacity, a nominee selected by Counselors (other than Counselors itself or its members)) shall, without any action of any other Person, be automatically admitted as a general partner of the Partnership (a “Substitute GP”) upon the execution by such Substitute GP of a counterpart signature page to this Agreement. Such Substitute GP shall be deemed admitted to the Partnership as a general partner of the Partnership effective immediately prior to the occurrence of such Triggering Event. The Substitute GP shall have no interest in the profits, losses and capital of the Partnership and will have no right to receive any distributions of Partnership assets. Upon admission of a Substitute GP in accordance with the foregoing, such Substitute GP is hereby authorized to, and elects to, carry on the business of the Partnership in accordance with the terms of this Agreement and the Act, and the Partnership shall continue without dissolution.

Events Causing Dissolution. The Partnership shall be dissolved shall, as provided below, dissolve upon, but not before, the first to occur of the following: (a) Proceedings are commenced by or against any of the Partners for any relief under any bankruptcy or insolvency law, or any law relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangement or extension and its affairs shall be wound up upon such proceedings have not been dismissed, nullified or otherwise rendered ineffective within 60 days after such proceedings have commenced; or (b) A decree or order of a court having jurisdiction in the occurrence premises for the appointment of a receiver, liquidator, trustee or assignee in bankruptcy or insolvency of any of the following events (eachPartners, or of a “Dissolution Event”):substantial part of its property, or for the winding-up or liquidation of its affairs, has been entered, and such decree or order has remained in force undischarged for a period of 60 days; or (ac) Any Partner shall make a general assignment for the entry benefit of a decree creditors; or (d) The sale, condemnation, taking by eminent domain or other disposition of judicial dissolution all or substantially all of the assets of the Partnership and the sale and/or collection of any evidence of indebtedness received in connection therewith; or (e) The conclusion of the term of the Partnership under Section 17-802 of the Act upon the finding 1.4 hereof; or (f) The withdrawal by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to from the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) without the written consent of all Partners;the other Partner; or (dg) any other event not inconsistent with any provision hereof causing The breach by a dissolution Partner of the Partnership under the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified covenants contained herein, and, if such breach is remediable, such Partner fails to remedy the breach within 45 days after written notice from either of the other Partner to remedy such breach or, in this the case of a dispute as to the existence or occurrence of such breach, within 45 days after a final determination (through arbitration or allowed judicial proceedings) that there has been a breach; or (h) The transfer (directly, indirectly or by operation of law) of greater than a 50% equity interest in a Partner, except as specifically allowed under Section 9.02(e) if: 11.2 hereof; or (i) at Any Partner becomes Permit Blocked, as that term is defined in the time Surface Mining Control and Reclamation Act of 1977 ("SMCRA"), due to the action or inaction of any Partner and such Permit Block continues to exist for a period of twenty (20) days. Any Partner who becomes Permit Blocked shall notify the other Partner within five (5) days of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. (a) The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any first of the following events (each, a “Dissolution Event”):to occur: (a1) the entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership to be bankrupt, and the expiration without appeal of the period, if any, allowed by Applicable Law in which to appeal therefrom; (2) the dissolution or bankruptcy of a Partner or any other withdrawal event of a Partner; (3) the condemnation or other Disposition of all or substantially all of the assets of the Partnership; (4) the election to dissolve the Partnership by each of the Partners; or (5) the entry of a decree of judicial dissolution of under the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner;Act. (b) any event which makes it unlawful for the business Dissolution of the Partnership shall be effective as of the day on which the event occurs giving rise to be carried on by the Partners;dissolution, but the Partnership shall not terminate until there has been a winding up of the business and affairs, and the assets of the Partnership have been distributed as provided in Section 8.2. (c) Notwithstanding anything in Section 8.1(a) to the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing contrary, if a dissolution of the Partnership under the Act; (e) the Incapacity or removal of the General Partner or would otherwise occur due to the occurrence of a Disabling Event with respect to the General Partner; provided that an event of dissolution under Section 8.1(a)(1) or (a)(2), the Partnership will not may be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event reconstituted if there is remains at least one other general partner of the Partnership who is hereby authorized to, two (2) Partners and elects to, carry on the business of the Partnership; or (ii) all such remaining Limited Partners consent elect to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership. (d) Upon dissolution of the Partnership upon an event occurring to a Partner described in Section 8.1(a)(2) (the “Withdrawing Partner”), then within thirty (30) days after the Partnership delivers notice of such event to the Partners, at least fifty percent (50%) of such other Partners (by Sharing Ratio and excluding the Sharing Ratio of the Withdrawing Partner) may elect to reconstitute the Partnership and continue the business of the Partnership on the same terms and conditions set forth in this Agreement by forming a new partnership on terms identical to those set forth in this Agreement and, as necessary, admitting an additional Partner chosen by such other Partners. Such other Partners shall be deemed to have voted for and consented to such reconstitution unless a written statement objecting to the reconstitution shall have been received by the Partnership within thirty (30) days after notice of dissolution was made to such Partner. Upon any such election to reconstitute by at least fifty percent (50%) of such other Partners (determined by the Sharing Ratios of the Partners and excluding the Sharing Ratio of the Withdrawing Partner), all Partners, the Withdrawing Partner, and successors shall be bound thereby and shall be deemed to have approved thereof. Unless such an election to reconstitute is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (1) the reconstituted Partnership shall continue until dissolved in accordance with Section 8.2; (2) the interest of the Withdrawing Partner shall be treated thenceforth as the interest of a transferee that has not been admitted as a substitute Partner hereunder; and (3) all necessary steps shall be taken to cancel this Agreement and to enter into and, as necessary, to file new organizational documents; provided that the right to reconstitute and to 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 Partnership would not become taxable as a corporation or otherwise be taxed as an association for federal income tax purposes upon the exercise of such right to continue.

Events Causing Dissolution. (a) The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence happening of any of the following events (each, a “Dissolution Event”):events: (a1) the expiration of its term; (2) the entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership or the General Partner to be bankrupt, and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal therefrom; (3) the sale, condemnation or other disposition of all or substantially all of the Property; (4) the election to dissolve the Partnership by all of the Partners; (5) the withdrawal or removal by a Partner or sale, exchange, transfer, gift, assignment, pledge, hypothecation, mortgage or disposition of any Partner's Partnership Interest contrary to the provisions of Article 6 of --------- this Agreement; or (6) the entry of a decree of judicial dissolution under the Act. (b) Dissolution of the Partnership shall be effective as of the day on which the event occurs giving rise to the dissolution, but the Partnership shall not terminate until there has been a winding up of the Partnership's business and affairs, and the assets of the Partnership have been distributed as provided in Section 9.2. ----------- (c) Notwithstanding anything in Section 9.l(a), if a dissolution of the -------------- Partnership would otherwise occur due to the occurrence of an event of dissolution under Section 17-802 of 9.1(a)(2) or 9.1(a)(5), the Act upon the finding by a court of competent jurisdiction that the General Partner Partnership may be ----------------- --------- reconstituted if either (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated there remains at least one General Partner and such remaining General Partner or General Partners elect to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on continue the business of the Partnership with the General Partner; or (bii) any within ninety (90) days of such event which makes it unlawful for of dissolution all remaining Partners agree in writing to continue the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect and, to the extent they desire, or if there is no remaining General Partner; provided that , the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent agree to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnershipappointment, effective as of the date of such event that caused the of dissolution of one or more new General Partner to cease to be a general partner of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the PartnershipPartners.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 15 of the Act upon the finding by a court of competent jurisdiction that the General Partner Partners (i) is are permanently incapable of performing its their part of this Agreement, (ii) has have been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits commit a material breach of this Agreement or (iv) conducts itself conduct themselves in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General PartnerPartners; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act, including any action brought in accordance with Section 15(4)(f) of the Act; (e) the Incapacity or removal of the General Partner Partners or the occurrence of a Disabling Event with respect to any other event including any event prescribed under Section 15(5) of the Act, which causes the General PartnerPartners to cease to be the general partners of the Partnership; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(e8.02(e) if: (i) at the time of the occurrence of such event there is at least one other Cayman Islands incorporated or registered general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) in the event the Partnership does not have at least one Cayman Islands incorporated or registered general partner, all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another a Cayman Islands incorporated or registered general partner of the Partnership, effective as Partnership within 90 days of the event that caused service of a notice by the General Partner to cease to be a general partner (or its legal representative) on all Limited Partners informing them of the Partnership, within 120 days following the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. (a) The Partnership shall be dissolved and its affairs shall be wound up dissolve upon the occurrence happening of any of the following events (each, a “Dissolution Event”):events: (ai) the entry Incapacity of a decree General Partner or the occurrence of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction any other event that results in the General Partner (i) is permanently incapable of performing its part of this Agreement, (ii) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (iii) willfully or persistently commits a breach of this Agreement or (iv) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner; (b) any event which makes it unlawful for the business of the Partnership ceasing to be carried on by the Partners; (c) the written consent of all Partners; (d) any other event not inconsistent with any provision hereof causing a dissolution general partner of the Partnership under the Act; (e) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided that , provided, the Partnership will shall not be dissolved or and required to be wound up in connection with any of the events specified in this Section 9.02(e) if: clause (i) if (A) at the time of the occurrence of such event there is at least one other general partner of the Partnership remaining General Partner who is hereby authorized to, to and elects to, does carry on the business of the Partnership; , or (B) within 90 days after the occurrence of such event, the remaining Partners (it being understood that, notwithstanding any other provision herein to the contrary, for purposes of this provision the Initial Limited Partner shall act solely in accordance with the direction of a majority in interest of the Unit Holders) agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Partnership satisfying the standards set forth in Section 6.02; (ii) in the General Partner's sole discretion, after the repayment, sale or other disposition of all remaining of the Properties and substantially all other assets, if any, held by the Partnership; (iii) the expiration of the term of the Partnership specified in Section 2.04; (iv) upon the determination by the General Partner to dissolve the Partnership; (v) upon the vote of a majority in interest of the Limited Partners consent (it being understood that the Initial Limited Partner shall act at the direction of the Unit Holders); (vi) at any time that there are no limited partners of the Partnership, unless the business of the Partnership is continued in accordance with the Act; or (vii) the entry of a decree of judicial dissolution under Section 17-802 of the Act. (b) Dissolution of the Partnership shall be effective on the day on which the event occurs giving rise to or ratify the continuation dissolution, but the Partnership shall not terminate until the assets of the Partnership are distributed as provided in Section 8.02 and a certificate of cancellation of the Certificate is filed with the Delaware Secretary of State. Notwithstanding the dissolution of the Partnership, prior to the termination of the Partnership, the business of the Partnership and the appointment of another general partner affairs of the Partnership, effective as of the event that caused Partners shall continue to be governed by this Agreement. (c) The obligations imposed on the General Partner to cease to be a general partner by Article IX of the Partnership, within 120 days following Agreement will cease upon the occurrence of any such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent or ratification) to have been given for all Limited Partners if the holders of more than 50% of the Vested Units then outstanding agree in writing to so continue the business termination of the Partnership.