Common use of Termination of Investment Period Clause in Contracts

Termination of Investment Period. (a) The Investment Period shall be terminated (i) if the General Partner is notified at any time on or after the one-year anniversary of the Closing Date of the written election of UST to terminate the Investment Period, (ii) if at any time on or after the eighteen (18) month anniversary of the Closing Date the General Partner delivers a sworn officer’s certificate to the Limited Partners that it has determined in good faith that (A) there have been permanent changes in the market for Eligible Assets and (B) such permanent changes are such that it is no longer in the best interests of the Partners for the Partnership to continue to acquire Eligible Assets or (iii) if UST becomes a Defaulting Partner, upon written notice from the General Partner to UST stating that it has elected to terminate the Investment Period. (b) Following the expiration or termination of the Investment Period, the General Partner shall promptly (i) refund to the Partners any amounts remaining in the Working Capital Reserve and (ii) distribute any amounts retained pursuant to Section 3.4(f), unless the amounts provided for in clauses (i) and (ii) are required (A) to create reasonable reserves for Partnership Expenses (provided that such reserves for Partnership Expenses shall not exceed 0.10% of aggregate Capital Commitments without the prior written consent of UST, which consent shall not unreasonably be withheld), (B) with the prior written consent of UST, to create reasonable reserves for repayment of Partnership Indebtedness, (C) to pay Partnership Expenses accrued and outstanding as of the date of such expiration or termination of the Investment Period or (D) to complete any proposed Investment with respect to which the Partnership (or the General Partner or one or more of its Affiliates, on behalf of the Partnership) has entered into a legally binding obligation to acquire such Investment prior to the expiration or termination of the Investment Period so long as such Investment is consummated within sixty (60) calendar days following the expiration or termination of the Investment Period; provided that the General Partner shall promptly refund any unused amounts retained pursuant to this clause (D) following the expiration of such sixty (60) calendar day period.