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Partnership in the following manner and in the following order of <br />priority: <br /> <br /> (i) To the payment of the debts and liabilities <br />of the Partnership and to the expenses of liquidation <br />in the order of priority as provided by law; then <br /> <br /> (ii) To the establishment of any reserves deemed <br />necessary by the Partners for any contingent or <br />unforeseen liabilities or obligations of the <br />Partnership; provided, however, that any such reserves <br />established hereunder shall be paid over to a bank to <br />be held in an escrow account in the name of the <br />Partnership for the purpose of paying any such <br />contingent or unforeseen liabilities or obligations <br />and, at the expiration of such period deemed advisable <br />by the Partners, of distributing the balance of such <br />reserves in the manner provided hereinafter in this <br />Section 8; then <br /> <br /> (iii) To the repayment of any liabilities or <br />debts, other than Capital Accounts, of the Partnership <br />to any of the Partners; and then <br /> <br /> (iv) To the Partners up to and in payment of <br />their respective Capital Accounts, and thereafter in <br />proportion to their respective Percentage Interests. <br /> <br /> 8.3 Reasonable Time for Liquidation. A reasonable time <br />shall be allowed for the orderly liquidation of the Partnership's <br />assets pursuant to Section 8.2 so as to reduce the risk of loss <br />that may be attendant upon such a liquidation. <br /> <br /> 8.4 Date of Dissolution. 'The Partnership shall be <br />terminated when all of its assets have been converted into cash <br />or readily marketable stocks and securities, all promissory notes <br />or other evidences of indebtedness derived by the .Partnership <br />from such conversion of its assets have been collected or <br />otherwise converted into cash, and all such cash has been applied <br />and distributed in accordance with the provisions of Section 8.2 <br />above. The establishment of any reserves in accordance with the <br />provisions of Section 8.2 above shall no~ have the~ effect of <br />extending the term of the Partnership, but any such reserves <br />shall be distributed in the manner provided in such Section upon <br />expiration of the period of such reserve. <br /> <br /> .ARTICT.R IX <br /> <br />RESTRICTIONS ON PARTNERS <br /> <br /> Except as otherwise provided in this Agreement, no Partner, <br />without the written consent of all other Partners, shall (a) <br /> <br />15 <br /> <br /> <br />