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I I.I. Mutual Agreement. The Partnership shall be dissolved upon: (a) the vote of the Limited Partners as provided in paragraph 8.3, or (b) upon sale of the Partnership Property; provided, however, if the Partnership receives a promissory note as pant of the consideration for the Partnership Property, the Partnership shall continue for the sole purpose of collecting and enforcing such obligation. The Partnership shall engage in no further business thereafter other than that which is necessary to wind up the business and distribute the assets. 11,2. Proceedings Upon Dissolution. Upon the dissolution of the Partnership, the Administrative General Partner shall notify partners of such dissolution, wind up the affairs of the Partnership, liquidate the assets of the Partnership, pay or provide for the payment of all the debts, and divide the surplus, if any, among the partners according to the provisions of paragraph 113 hereof, subject to such adjustment as may be required by the Partnership's accountant in accordance with generally accepted accounting principles. If after the liquidation and distribution, any Partner or Partners would have a negative Capital Account, net income, if any, resulting from the liquidation shalt first be allocated to that Partner or those Partners on a pro rata basis in the arnount of the deficit and the remaining net income to the Partners in proportion to their receipt, or entitlement to receipt of the proceeds of liquidation. If after that allocation a Partner has a negative Capital Account, that Partner shall contribute to the Partnership cash in the amount of the remaining deficit. 113, Distributions on Dissolution. The assets of the Partnership shall be applied in the following order of priority: 11.3.1, To the payment of debts and liabilities of the Partnership (other than any loans and advances that may have been made by any of the Partners, or amounts owing to any of the Partners) and the expenses of liquidation; 11,12, To the setting up of any reserves that the Administrative General Partner may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership, and, at the expiration of such period as the Administrative General Partner shall deem advisable, to distribute the balance thereafter remaining in the manner hereinafter provided; 11.3.3. Any balance then remaining will be distributed to the Partners in accordance with their respective Capital Accounts, provided that profits shall first be allocated in accordance with the provisions of Paragraph 7.3 (entitled "Allocation of Profits "), in the manner as if all the Distributable Cash were then distributed in accordance with the provisions of Paragraph 7.11 (entitled "Distributions of Cash from Capital Event "). 11.4. Assets Other Than Cash. Assets of the Partnership may be distributed in kind on the basis of the then fair market value of such assets as determined by agreement of the Partners, and if no such agreement of value is reached within 10 days, then such value shall be determined by an independent appraiser appointed by the American Arbitration Association upon application of the Administrative General Partner (the cost and expense of said appraisal to be borne by the Partnership). If agreed to by all the Partners, distributions in -kind will be made to the Initial IR Agrt.m nl - Santa Ana 9.1.159.1.1.5 17 80A -116