Common use of TERMINATION IN THE EVENT OF DEATH, TOTAL DISABILITY OR RETIREMENT Clause in Contracts

TERMINATION IN THE EVENT OF DEATH, TOTAL DISABILITY OR RETIREMENT. If a Tier 1 Limited Partner dies or is terminated as an employee of or consultant to an Employer Limited Partner by reason of such Tier 1 Limited Partner's Total Disability or Retirement, such Tier 1 Limited Partner shall retain his or her interest in the Partnership, PROVIDED that such Tier 1 Limited Partner or his or her estate or legal representative may at any time request that the General Partner (or in the case of a Tier 1 Profits Limited Partner, its associated Employer Limited Partner) purchase or designate a purchaser for, all or a portion of the interest in the Partnership of such Tier 1 Limited Partner, and in the case of a Tier 1 Cash Limited Partner, terminate such Tier 1 Cash Limited Partner's obligation to make future Capital Contributions to the Partnership in respect of its Capital Commitment to fund Portfolio Investments made after the date of such request. The General Partner and the affected Employer Limited Partner may grant any such request in whole or in part, but have no obligation to grant any such request. If the General Partner or the affected Employer Limited Partner grants the request that an interest be purchased, the General Partner or the affected Employer Limited Partner, as the case may be, or such Person's designee shall provide notice no later than 90 days after such request is made and, shall pay to such Limited Partner an amount equal to the Value of such Limited Partner's interest in the Partnership within 60 days of such notice. The obligations of such terminated Limited Partner pursuant to Section 6.11(d), Section 6.12 and Section 10.1(b) shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership.

TERMINATION IN THE EVENT OF DEATH, TOTAL DISABILITY OR RETIREMENT. If a Tier 1 Limited Partner dies or is terminated as an employee of or consultant to an Employer Limited Partner by reason of such Tier 1 Limited Partner's Total Disability or Retirement, such Tier 1 Limited Partner shall retain his or her interest in the Partnership, PROVIDED that such Tier 1 Limited Partner or his or her estate or legal representative may at any time request that the General Partner (or in the case of a Tier 1 Profits Limited Partner, its associated Employer Limited Partner) purchase or designate a purchaser for, all or a portion of the interest in the Partnership of such Tier 1 Limited Partner, and in the case of a Tier 1 Cash Limited Partner, terminate such Tier 1 Cash Limited Partner's obligation to make future Capital Contributions to the Partnership in respect of its Capital Commitment to fund Portfolio Investments made after the date of such request. The General Partner and the affected Employer Limited Partner may grant any such request in M&M Capital Professionals Fund, L.P. Second Amended and Restated L.P. Agreement whole or in part, but have no obligation to grant any such requestdo so. If the General Partner or the affected Employer Limited Partner grants the request that an interest be purchased, the General Partner or the affected Employer Limited Partner, as the case may be, or such Person's designee shall provide notice no later than 90 days after such request is made andmade, and shall pay to such Limited Partner an amount equal to the Value of such Limited Partner's interest in the Partnership within 60 days of such notice. In addition, a Tier 1 Cash Limited Partner or his or her estate or legal representative may elect to terminate such Tier 1 Cash Limited Partner's obligation to make future Capital Contributions to the Partnership, in respect of any amount of his or her Capital Commitment which exceeds $2.5 million, to fund Portfolio Investments made after the date of such election. The obligations of such terminated Limited Partner pursuant to Section 6.11(d), Section 6.12 and Section 10.1(b) shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership.

TERMINATION IN THE EVENT OF DEATH, TOTAL DISABILITY OR RETIREMENT. If a Tier 1 Limited Partner dies or is terminated as an employee of or consultant to an Employer Limited Partner by reason of such Tier 1 Limited Partner's Total Disability or Retirement, such Tier 1 Limited Partner shall retain his or her interest in the Partnership, PROVIDED that such Tier 1 Limited Partner or his or her estate or legal representative may at any time request that the General Partner (or in the case of a Tier 1 Profits Limited Partner, its associated Employer Limited Partner) purchase or designate a purchaser for, all or a portion of the interest in the Partnership of such Tier 1 Limited Partner, and in the case of a Tier 1 Cash Limited Partner, terminate such Tier 1 Cash Limited Partner's obligation to make future Capital Contributions to the Partnership in respect of its Capital Commitment to fund Portfolio Investments made after the date of such request. The General Partner and the affected Employer Limited Partner may grant any such request in whole or in part, but have no obligation to grant any such requestdo so. If the General Partner or the affected Employer Limited Partner grants the request that an interest be purchased, the General Partner or the affected Employer Limited Partner, as the case may be, or such Person's designee shall provide notice no later than 90 days after such request is made andmade, and shall pay to such Limited Partner an amount equal to the Value of such Limited Partner's interest in the Partnership within 60 days of such notice. In addition, a Tier 1 Cash Limited Partner or his or her estate or legal representative may elect to terminate such Tier 1 Cash Limited Partner's obligation to make future Capital Contributions to the Partnership, in respect of any amount of his or her Capital Commitment which exceeds $2.5 million, to fund Portfolio Investments made after the date of such election. The obligations of such terminated Limited Partner pursuant to Section 6.11(d), Section 6.12 and Section 10.1(b) shall survive with the same effect as if such terminated Limited Partner had retained its interest in the Partnership.