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(v) Files an answer or other pleading admitting or failing to contest the <br /> material allegations of a petition filed against him in any proceeding of this nature; <br /> or <br /> (vi) Seeks, consents to, or acquiesces in the appointment of a trustee, <br /> receiver or liquidator of the General Partner or of all or any substantial part of his/her <br /> properties. <br /> (d) Reorganization. Unless all Partners give their consent in writing at the time, <br /> if 120 days after the commencement of any proceeding against the General Partner seeking <br /> reorganization, arrangement,composition,readjustment, liquidation,dissolution or similar <br /> relief under any statute,law or regulation the proceeding has not been dismissed;or if within <br /> 90 days after the appointment without his/her consent or acquiescence of a trustee,receiver <br /> or liquidator of the General Partner or of all or any substantial part of his/her properties the <br /> appointment is not vacated or stayed; or if within 90 days after the expiration of any such <br /> stay the appointment is not vacated; <br /> (e) Death or Incompetency. In the case of a General Partner who is a natural <br /> person: <br /> (i) His/her death; or <br /> (ii) The entry by court of competent jurisdiction adjudicating him <br /> incompetent to manage his/her person or his/her estate; <br /> (f) Termination of Trust. In the case of a General Partner who is acting as a <br /> General Partner by virtue of being a trustee of a trust, the termination of the trust (but not <br /> merely the substitution of a new trustee); <br /> (g) Dissolution of Partnership. In the case of a General Partner that is a separate <br /> partnership or limited liability company, the dissolution and commencement of winding up <br /> of the separate partnership or limited liability company; <br /> (h) Dissolution of Corporation. In the case of a General Partner that is a <br /> corporation,the filing of a certificate of dissolution,or its equivalent, for the corporation or <br /> the revocation of its charter or its certificate of incorporation; <br /> (i) Distribution of Estate. In the case of a General Partner that is an estate, the <br /> distribution by the fiduciary of the estate's entire interest in the Partnership; or <br /> (j) Involuntary Transfer. The Involuntary Transfer by operation of law of a <br /> General Partner's Partnership Interest. <br /> 462364.9 1/2/02 15 <br />