Limited Partnership Agreement Provisions for KUE Dissolution and Asset Distribution

e The agreement of the General Partner and the holders of a majority of the Units held by the Limited Partners holding Common LP Units; e The sale or distribution of all or substantially all of KUE’s assets; or e =©As otherwise provided by law. lf KUE is dissolved and not reconstituted and continued, the General Partner is then required to wind up the affairs of KUE and to liquidate and sell its assets in an orderly manner. Upon the winding up and termination of the business and affairs of KUE, its assets (other than cash) will be sold, its liabilities and obligations to creditors and all expenses incurred in its liquidation will be paid. The net proceeds from such sales (after deducting all selling costs and expenses in connection therewith) and any released reserves will then be distributed to the Partners in accordance with “— Distributions” by the later of the end of the taxable year of KUE which includes the liquidation date or the 90th day following the liquidation date. KUE property will not be distributed in kind to the Partners upon the dissolution and termination of KUE unless otherwise agreed by the General Partner. 130 HOUSE_OVERSIGHT_024563