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APPENDIX General Partner may in the ordinary course of business dispose of all or any portion of the Assets.


11.4 Limitations. No Limited Partner shall have the right or power to: (a) bring an action for partition against the Partnership; (b) cause the dissolution of the Partnership, except as set forth in this Agreement or the Delaware Act; or (c) demand or receive property other than cash in return for its Capital Contribution. Except as otherwise set forth in Section 8.3, no Limited Partner shall have priority over any other Limited Partner either as to the return of its Capital Contnbution or as to net income, net loss or distribution, as applicable. Other than upon dissolution of the Partnership as provided by this Agreement, there has been no time agreed upon when the Capital Contnbution of each Limited Partner may be returned. 11.5 Meetings. (a) Meetings of Partners shall be held at the principal place of business of the Partnership, or at any place stated in a notice of meeting. (b) Meetings shall be held annually on the date and at the time determined by the General Partner. The General Partner will hold an annual meeting of Partners to review and discuss the Partnership's investment activities each year until such time after the termination of the Investment Penod when the cost basis of all Portfolio Secunties is less than 15% of the Total Commitments. (c) In addition to annual meetings of the Partnership, a Majority in Interest of the Limited Partners may call a special meeting of the Partnership at any time. 11.6 Action Without a Meeting. Any action that may be taken at a meeting of the Limited Partners may be taken without a meeting if a consent in writing setting forth the action to be taken is signed by Limited Partners owning not less than the minimum percentage in Interest of the Limited Partners that would be necessary to authorize or take such action at a meeting at which all the Limited Partners were present and voted and notice of the action taken is provided to each Limited Partner. 97