Limited Partnership Agreement clauses on arbitration, tax treatment, and dissolution

14.27. Jurisdiction Any actions or proceedings under the Limited Partnership Agreement or with respect to the General Partners or this offering and the related agreements are subject to binding arbitration in London, United Kingdom. 14.28. Limitation of Participation Under circumstances where the continuing participation in KUE by an Investor would have a material adverse effect on KUE or a subsidiary, the General Partner may cause an Investor's interest in KUE to be redeemed or transferred. 1 4.29. United States Trade or Business The General Partner will use its reasonable best efforts not to cause or allow KUE to engage in or invest (other than through an entity that is not a pass-through entity} in a pass-through entity (for U.S. federal income tax purposes) that engages in: (i) any commercial activities within the meaning of Section 892(a)(2) of the Code, or (ii) any activity which constitutes the conduct of a trade or business in the United States and generates income which constitutes "effectively connected income” in the hands of a non-U.S. Limited Partner. KUE will not take a position in any United States federal or state income tax return that KUE is engaged in a trade or business in the United States that causes the non-U.S. Limited Partners to have income which constitutes “effectively connected income’ in the hands of non-U.S. Limited Partners. In addition, the General Partner will use its reasonable best efforts to cause KUE not to invest in a U.S. real property interest described in Section 897(c}(1)(A)(i) or the Code, The General Partner may, in its discretion, form a separate investment entity to pursue any investment opportunity that is unavailable to KUE by reason of the foregoing, and may offer co-investment opportunities to the Partners eligible to participate in such opportunities in proportion to their Units or on such other reasonable basis as the General Partner may determine. EACH PROSPECTIVE NON-U.S, LIMITED PARTNER SHOULD REVIEW THE SECTION ENTITLED "CERTAIN INCOME TAX CONSEQUENCES” AND CONSULT ITS TAX AND OTHER ADVISORS IN DETERMINING THE POSSIBLE TAX, EXCHANGE CONTROL OR OTHER CONSEQUENCES TO IT UNDER THE LAWS OF THE U.S. AND OTHER JURISDICTIONS OF WHICH IT IS A CITIZEN, RESIDENT OR DOMICILIARY, IN WHICH IT CONDUCTS BUSINESS OR IN WHICH IT OTHERWISE MAY BE SUBJECT TO TAX, OF THE PURCHASE AND OWNERSHIP OF UNITS. 14.30. Term of KUE; Term of the General Partner The term of KUE will be indefinite, unless terminated earlier as provided for below. The term of the General Partner will be indefinite, unless terminated earlier in accordance with the Organizational Documents. The following events will cause the dissolution of KUE: « The withdrawal, dissolution, bankruptcy, or resignation of a General Partner, unless the business of KUE is continued by the election of a new General Partner by the vote of a majority in number of the Units held by Common Limited Partners within 90 days of the happening of such event; 129 HOUSE_OVERSIGHT_024562