Common use of Certain Restrictions on Managing General Partner's Power and Authority Clause in Contracts

Certain Restrictions on Managing General Partner's Power and Authority. Notwithstanding any other provisions of this Agreement to the contrary, neither the Managing General Partner nor any Affiliate of the Managing General Partner shall have the power or authority to, and shall not, do, perform, or authorize any of the following: (a) Use any revenues from Partnership operations for the purposes of acquiring Leases in new or unrelated Prospects or paying any Organization and Offering Expenses; provided, however, that revenues from Partnership operations may be used for other Partnership operations, including without limitation for the purposes of drilling, completing, maintaining, recompleting, and operating xxxxx on existing Partnership Prospects and acquiring and developing new Leases to the extent such Leases are considered by the Managing General Partner in its sole discretion to be a part of a Prospect in which the Partnership then owns a Lease; (b) Without having first received the prior consent of the holders of a majority of the then outstanding Units entitled to vote, (1) sell all or substantially all of the assets of the Partnership (except upon liquidation of the Partnership pursuant to Article IX hereof), unless cash funds of the Partnership are insufficient to pay the obligations and other liabilities of the Partnership; (2) dispose of the good will of the Partnership; (3) do any other act which would make it impossible to carry on the ordinary business of the Partnership; or (4) agree to the termination or amendment of any operating agreement to which the Partnership is a party, or waive any rights of the Partnership thereunder, except for amendments to the operating agreement which the Managing General Partner believes are necessary or advisable to ensure that the operating agreement conforms to any changes in or modifications to the Code or that do not adversely affect the Investor Partners in any material respect; (c) Guarantee in the name or on behalf of the Partnership the payment of money or the performance of any contract or other obligation of any Person other than the Partnership; (d) Bind or obligate the Partnership with respect to any matter outside the scope of the Partnership business; (e) Use the Partnership name, credit, or property for other than Partnership purposes; (f) Take any action, or permit any other person to take any action, with respect to the assets or property of the Partnership which does not benefit the Partnership, including, among other things, utilization of funds of the Partnership as compensating balances for its own benefit or the commitment of future production; (g) Benefit from any arrangement for the marketing of oil and gas production or other relationships affecting the property of the Managing General Partner and the Partnership, unless such benefits are fairly and equitably apportioned among the Managing General Partner, its Affiliates, and the Partnership; (h) Utilize Partnership funds to invest in the securities of another person except in the following instances: (1) investments in working interests or undivided lease interests made in the ordinary course of the Partnership's business; (2) temporary investments made in compliance with Section 2.02(f) of this Agreement; (3) investments involving less than 5% of Partnership capital which are a necessary and incidental part of a property acquisition transaction; and (4) investments in entities established solely to limit the Partnership's liabilities associated with the ownership or operation of property or equipment, provided, in such instances duplicative fees and expenses shall be prohibited; or (i) Sell, transfer, or assign its interest (except for a collateral assignment which may be granted to a bank or other financial institution) in the Partnership, or any part thereof, or otherwise to withdraw as Managing General Partner of the Partnership without one hundred twenty (120) days prior written notice to and the written consent of Investor Partners owning a majority of the then outstanding Units.

Certain Restrictions on Managing General Partner's Power and Authority. Notwithstanding any other provisions of this Agreement to the contrary, neither the Managing General Partner nor any Affiliate of the Managing General Partner shall have the power or authority to, and shall not, do, perform, or authorize any of the following: (a) Borrow any money in the name or on behalf of the Partnership; (b) Use any revenues from Partnership operations for the purposes of acquiring Leases in new or unrelated Prospects or paying any Organization and Offering Expenses; provided, however, that revenues from Partnership operations may be used for other Partnership operations, including without limitation for the purposes of drilling, completing, maintaining, recompleting, and operating xxxxx on existing Partnership Prospects and acquiring and developing new Leases to the extent such Leases are considered by the Managing General Partner in its sole discretion to be a part of a Prospect in which the Partnership then owns a Lease; (bc) Without having first received the prior consent of the holders of a majority of the then outstanding Units entitled to votevole, (1i) sell all or substantially all of the assets of the Partnership (except upon liquidation of the Partnership pursuant to Article IX hereof), unless cash funds of the Partnership are insufficient to pay the obligations and other liabilities of the Partnership; (2ii) dispose of the good will of the Partnership; (3iii) do any other act which would make it impossible to carry on the ordinary business of the Partnership; or (4iv) agree to the termination or amendment of any operating agreement to which the Partnership is a party, or waive any rights of the Partnership thereunder, except for amendments to the operating agreement which the Managing General Partner believes are necessary or advisable to ensure that the operating agreement conforms to any changes in or modifications to the Code or that do not adversely affect the Investor Partners in any material respect; (cd) Guarantee in the name or on behalf of the Partnership the payment of money or the performance of any contract or other obligation of any Person other than the Partnership; (de) Bind or obligate the Partnership with respect to any matter outside the scope of the Partnership business; (ef) Use the Partnership name, credit, or property for other than Partnership purposes; (fg) Take any action, or permit any other person to take any action, with respect to the assets or property of the Partnership which does not benefit the Partnership, including, among other things, utilization of funds of the Partnership as compensating balances for its own benefit or the commitment of future production; (gh) Benefit from any arrangement for the marketing of oil and gas production or other relationships affecting the property of the Managing General Partner and the Partnership, unless such benefits are fairly and equitably apportioned among the Managing General Partner, its Affiliates, and the Partnership; (hi) Utilize Partnership funds to invest in the securities of another person except in the following instances: (1) investments in working interests or undivided lease interests made in the ordinary course of the Partnership's business; (2) temporary investments made in compliance with Section 2.02(f) of this Agreement; (3) investments involving less than 5% of Partnership capital which are a necessary and incidental part of a property acquisition transaction; and (4) investments in entities established solely to limit the Partnership's liabilities associated with the ownership or operation of property or equipment, provided, in such instances duplicative fees and expenses shall be prohibited; or (ij) Sell, transfer, or assign its interest (except for a collateral assignment which may be granted to a bank or other financial institution) in the Partnership, or any part thereof, or otherwise to withdraw as Managing General Partner of the Partnership without one hundred twenty (120) days prior written notice to and the written consent of Investor Partners owning a majority of the then outstanding Units.

Certain Restrictions on Managing General Partner's Power and Authority. Notwithstanding any other provisions of this Agreement to the contrary, neither the Managing General Partner nor any Affiliate affiliate of the Managing General Partner shall have the power or authority to, and shall not, do, perform, or authorize any of the following: (a) Borrow any money in the name or on behalf of the Partnership prior to the completion of drilling activities and the conversion of Additional General Partner interests into Limited Partner interests; (b) Use any revenues from Partnership operations for the purposes of acquiring Leases in new or unrelated Prospects or paying any Organization and Offering ExpensesCosts; provided, however, that revenues from Partnership operations may be used for other Partnership operations, including without limitation limitation, for the purposes of drilling, completing, maintaining, recompleting, and operating xxxxx on existing Partnership Prospects and acquiring and developing new Leases to the extent such Leases are considered by the Managing General Partner in its sole discretion to be a part of a Prospect in which the Partnership then owns a Lease; (bc) Without having first received the prior consent of the holders of a majority of the then outstanding Units entitled to vote, (1) sell Sell all or substantially all of the assets of the Partnership (except upon liquidation of the Partnership pursuant to Article IX hereofIX), unless cash funds of the Partnership are insufficient to pay the obligations and other liabilities of the Partnership; (2) dispose Dispose of the good will goodwill of the Partnership; (3) do Do any other act which would make it impossible to carry on the ordinary business of the Partnership; or (4) agree Agree to the termination or amendment of any operating agreement to which the Partnership is a party, or waive any rights of the Partnership thereunder, except for amendments to the operating agreement which the Managing General Partner believes are necessary or advisable to ensure that the operating agreement conforms to any changes in or modifications to the Code or that do not adversely affect the Investor Partners in any material respect; (cd) Guarantee in the name or on behalf of the Partnership the payment of money or the performance of any contract or other obligation of any Person other than the Partnership; (de) Bind or obligate the Partnership with respect to any matter outside the scope of the Partnership business; (ef) Use the Partnership name, credit, or property for other than Partnership purposes; (fg) Take any action, or permit any other person Person to take any action, with respect to the assets or property of the Partnership which does not benefit the Partnership, including, among other things, utilization of funds of the Partnership as compensating balances for its own benefit or the commitment of future production; (gh) Benefit from any arrangement for the marketing of oil and gas production or other relationships affecting the property of the Managing General Partner and the Partnership, unless such benefits are fairly and equitably apportioned among the Managing General Partner, its Affiliatesaffiliates, and the Partnership; (hi) Utilize Partnership funds to invest in the securities of another person Person except in the following instances: (1) investments Investments in working interests or undivided lease interests made in the ordinary course of the Partnership's ’s business; (2) temporary Temporary investments made in compliance with Section 2.02(f) of this Agreement; (3) investments Investments involving less than 5% of Partnership capital which are a necessary and incidental part of a property acquisition transaction; and (4) investments Investments in entities established solely to limit the Partnership's ’s liabilities associated with the ownership or operation of property or equipment, provided, in such instances duplicative fees and expenses shall be prohibited; or. (ij) Sell, transfer, or assign its interest (except for a collateral assignment which may be granted Vote with respect to a bank or other financial institution) in any Unit held by it on matters submitted to the Partnership, or any part thereof, or otherwise to withdraw as partners regarding the removal of the Managing General Partner of or regarding any transaction between the Partnership without one hundred twenty (120) days prior written notice to and the written consent of Investor Partners owning a majority of the then outstanding UnitsManaging General Partner.

Certain Restrictions on Managing General Partner's Power and Authority. Notwithstanding any other provisions of this Agreement to the contrary, neither the Managing General Partner nor any Affiliate of the Managing General Partner shall have the power or authority to, and shall not, do, perform, or authorize any of the following: (a) Borrow any money in the name or on behalf of the Partnership; (b) Use any revenues from Partnership operations for the purposes of acquiring Leases in new or unrelated Prospects or paying any Organization and Offering Expenses; provided, however, that revenues from Partnership operations may be used for other Partnership operations, including without limitation for the purposes of drilling, completing, maintaining, recompleting, and operating xxxxx on existing Partnership Prospects and acquiring and developing new Leases to the extent such Leases are considered by the Managing General Partner in its sole discretion to be a part of a Prospect in which the Partnership then owns a Lease; (bc) Without having first received the prior consent of the holders of a majority of the then outstanding Units entitled to vote, (1i) sell all or substantially all of the assets of the Partnership (except upon liquidation of the Partnership pursuant to Article IX hereof), unless cash funds of the Partnership are insufficient to pay the obligations and other liabilities of the Partnership; (2ii) dispose of the good will of the Partnership; (3iii) do any other act which would make it impossible to carry on the ordinary business of the Partnership; or (4iv) agree to the termination or amendment of any operating agreement to which the Partnership is a party, or waive any rights of the Partnership thereunder, except for amendments to the operating agreement which the Managing General Partner believes are necessary or advisable to ensure that the operating agreement conforms to any changes in or modifications to the Code or that do not adversely affect the Investor Partners in any material respect; (cd) Guarantee in the name or on behalf of the Partnership the payment of money or the performance of any contract or other obligation of any Person other than the Partnership; (de) Bind or obligate the Partnership with respect to any matter outside the scope of the Partnership business; (ef) Use the Partnership name, credit, or property for other than Partnership purposes; (fg) Take any action, or permit any other person to take any action, with respect to the assets or property of the Partnership which does not benefit the Partnership, including, among other things, utilization of funds of the Partnership as compensating balances for its own benefit or the commitment of future production; (gh) Benefit from any arrangement for the marketing of oil and gas production or other relationships affecting the property of the Managing General Partner and the Partnership, unless such benefits are fairly and equitably apportioned among the Managing General Partner, its Affiliates, and the Partnership; (hi) Utilize Partnership funds to invest in the securities of another person except in the following instances: (1) investments in working interests or undivided lease interests made in the ordinary course of the Partnership's business; (2) temporary investments made in compliance with Section 2.02(f) of this Agreement; (3) investments involving less than 5% of Partnership capital which are a necessary and incidental part of a property acquisition transaction; and (4) investments in entities established solely to limit the Partnership's liabilities associated with the ownership or operation of property or equipment, provided, in such instances duplicative fees and expenses shall be prohibited; or (ij) Sell, transfer, or assign its interest (except for a collateral assignment which may be granted to a bank or other financial institution) in the Partnership, or any part thereof, or otherwise to withdraw as Managing General Partner of the Partnership without one hundred twenty (120) days prior written notice to and the written consent of Investor Partners owning a majority of the then outstanding Units.

Certain Restrictions on Managing General Partner's Power and Authority. Notwithstanding any other provisions of this Agreement to the contrary, neither the Managing General Partner nor any Affiliate of the Managing General Partner shall have the power or authority to, and shall not, do, perform, or authorize any of the following: (a) Borrow any money in the name or on behalf of the Partnership; (b) Use any revenues from Partnership operations for the purposes of acquiring Leases in new or unrelated Prospects or paying any Organization and Offering Expenses; provided, however, that revenues from Partnership operations may be used for other Partnership operations, including without limitation for the purposes of drilling, completing, maintaining, recompleting, and operating xxxxx on existing Partnership Prospects and acquiring and developing new Leases to the extent such Leases are considered by the Managing General Partner in its sole discretion to be a part of a Prospect in which the Partnership then owns a Lease; (bc) Without having first received the prior consent of the holders of a majority of the then outstanding Units entitled to vote, (1) sell all or substantially all of the assets of the Partnership (except upon liquidation of the Partnership pursuant to Article IX hereof), unless cash funds of the Partnership are insufficient to pay the obligations and other liabilities of the Partnership; (2) dispose of the good will of the Partnership; (3) do any other act which would make it impossible to carry on the ordinary business of the Partnership; or (4) agree to the termination or amendment of any operating agreement to which the Partnership is a party, or waive any rights of the Partnership thereunder, except for amendments to the operating agreement which the Managing General Partner believes are necessary or advisable to ensure that the operating agreement conforms to any changes in or modifications to the Code or that do not adversely affect the Investor Partners in any material respect; (cd) Guarantee in the name or on behalf of the Partnership the payment of money or the performance of any contract or other obligation of any Person other than the Partnership; (de) Bind or obligate the Partnership with respect to any matter outside the scope of the Partnership business; (ef) Use the Partnership name, credit, or property for other than Partnership purposes; (fg) Take any action, or permit any other person to take any action, with respect to the assets or property of the Partnership which does not benefit the Partnership, including, among other things, utilization of funds of the Partnership as compensating balances for its own benefit or the commitment of future production; (gh) Benefit from any arrangement for the marketing of oil and gas production or other relationships affecting the property of the Managing General Partner and the Partnership, unless such benefits are fairly and equitably apportioned among the Managing General Partner, its Affiliates, and the Partnership; (hi) Utilize Partnership funds to invest in the securities of another person except in the following instances: (1) investments in working interests or undivided lease interests made in the ordinary course of the Partnership's business; (2) temporary investments made in compliance with Section 2.02(f) of this Agreement; (3) investments involving less than 5% of Partnership capital which are a necessary and incidental part of a property acquisition transaction; and (4) investments in entities established solely to limit the Partnership's liabilities associated with the ownership or operation of property or equipment, provided, in such instances duplicative fees and expenses shall be prohibited; or (ij) Sell, transfer, or assign its interest ({except for a collateral assignment which may be granted to a bank or other financial institution) in the Partnership, or any part thereof, or otherwise to withdraw as Managing General Partner of the Partnership without one hundred twenty (120) days prior written notice to and the written consent of Investor Partners owning a majority of the then outstanding Units.

Certain Restrictions on Managing General Partner's Power and Authority. Notwithstanding any other provisions of this Agreement to the contrary, neither the Managing General Partner nor any Affiliate of the Managing General Partner shall have the power or authority to, and shall not, do, perform, or authorize any of the following: (a) Borrow any money in the name or on behalf of the Partnership; (b) Use any revenues from Partnership operations for the purposes of acquiring Leases in new or unrelated Prospects or paying any Organization and Offering Expenses; provided, however, that revenues from Partnership operations may be used for other Partnership operations, including without limitation for the purposes of drilling, completing, maintaining, recompleting, and operating xxxxx on existing Partnership Prospects and acquiring and developing new Leases to the extent such Leases are considered by the Managing General Partner in its sole discretion to be a part of a Prospect in which the Partnership then owns a Lease; (bc) Without having first received the prior consent of the holders of a majority of the then outstanding Units entitled to vote, (1) sell all or substantially all of the assets of the Partnership (except upon liquidation of the Partnership pursuant to Article IX hereof), unless cash funds of the Partnership are insufficient to pay the obligations and other liabilities of the Partnership; (2) dispose of the good will of the Partnership; (3) do any other act which would make it impossible to carry on the ordinary business of the Partnership; or (4) agree to the termination or amendment of any operating agreement to which the Partnership is a party, or waive any rights of the Partnership thereunder, except for amendments to the operating agreement which the Managing General Partner believes are necessary or advisable to ensure that the operating agreement conforms to any changes in or modifications to the Code or that do not adversely affect the Investor Partners in any material respect; (cd) Guarantee in the name or on behalf of the Partnership the payment of money or the performance of any contract or other obligation of any Person other than the Partnership; (de) Bind or obligate the Partnership with respect to any matter outside the scope of the Partnership business; (ef) Use the Partnership name, credit, or property for other than Partnership purposes; (fg) Take any action, or permit any other person to take any action, with respect to the assets or property of the Partnership which does not benefit the Partnership, including, among other things, utilization of funds of the Partnership as compensating balances for its own benefit or the commitment of future production; (gh) Benefit from any arrangement for the marketing of oil and gas production or other relationships affecting the property of the Managing General Partner and the Partnership, unless such benefits are fairly and equitably apportioned among the Managing General Partner, its Affiliates, and the Partnership; (hi) Utilize Partnership funds to invest in the securities of another person except in the following instances: (1) investments in working interests or undivided lease interests made in the ordinary course of the Partnership's business; (2) temporary investments made in compliance with Section 2.02(f) of this Agreement; (3) investments involving less than 5% of Partnership capital which are a necessary and incidental part of a property acquisition transaction; and (4) investments in entities established solely to limit the Partnership's liabilities associated with the ownership or operation of property or equipment, provided, in such instances duplicative fees and expenses shall be prohibited; or (ij) Sell, transfer, or assign its interest (except for a collateral assignment which may be granted to a bank or other financial institution) in the Partnership, or any part thereof, or otherwise to withdraw as Managing General Partner of the Partnership without one hundred twenty (120) days prior written notice to and the written consent of Investor Partners owning a majority of the then outstanding Units.,

Certain Restrictions on Managing General Partner's Power and Authority. Notwithstanding any other provisions of this Agreement to the contrary, neither the Managing General Partner nor any Affiliate of the Managing General Partner shall have the power or authority to, and shall not, do, perform, or authorize any of the following: (a) Borrow any money in the name or on behalf of the Partnership; (b) Use any revenues from Partnership operations for the purposes of acquiring Leases in new or unrelated Prospects or paying any Organization and Offering Expenses; provided, however, that revenues from Partnership operations may be used for other Partnership operations, including without limitation for the purposes of drilling, completing, maintaining, recompleting, and operating xxxxx wxxxx on existing Partnership Prospects and acquiring and developing new Leases to the extent such Leases are considered by the Managing General Partner in its sole discretion to be a part of a Prospect in which the Partnership then owns a Lease; (bc) Without having first received the prior consent of the holders of a majority of the then outstanding Units entitled to vote, (1i) sell all or substantially all of the assets of the Partnership (except upon liquidation of the Partnership pursuant to Article IX hereof), unless cash funds of the Partnership are insufficient to pay the obligations and other liabilities of the Partnership; (2ii) dispose of the good will of the Partnership; (3iii) do any other act which would make it impossible to carry on the ordinary business of the Partnership; or (4iv) agree to the termination or amendment of any operating agreement to which the Partnership is a party, or waive any rights of the Partnership thereunder, except for amendments to the operating agreement which the Managing General Partner believes are necessary or advisable to ensure that the operating agreement conforms to any changes in or modifications to the Code or that do not adversely affect the Investor Partners in any material respect; (cd) Guarantee in the name or on behalf of the Partnership the payment of money or the performance of any contract or other obligation of any Person other than the Partnership; (de) Bind or obligate the Partnership with respect to any matter outside the scope of the Partnership business; (ef) Use the Partnership name, credit, or property for other than Partnership purposes; (fg) Take any action, or permit any other person to take any action, with respect to the assets or property of the Partnership which does not benefit the Partnership, including, among other things, utilization of funds of the Partnership as compensating balances for its own benefit or the commitment of future production; (gh) Benefit from any arrangement for the marketing of oil and gas production or other relationships affecting the property of the Managing General Partner and the Partnership, unless such benefits are fairly and equitably apportioned among the Managing General Partner, its Affiliates, and the Partnership; (hi) Utilize Partnership funds to invest in the securities of another person except in the following instances: (1) investments in working interests or undivided lease interests made in the ordinary course of the Partnership's business; (2) temporary investments made in compliance with Section 2.02(f) of this Agreement; (3) investments involving less than 5% of Partnership capital which are a necessary and incidental part of a property acquisition transaction; and (4) investments in entities established solely to limit the Partnership's liabilities associated with the ownership or operation of property or equipment, provided, in such instances duplicative fees and expenses shall be prohibited; or (ij) Sell, transfer, or assign its interest (except for a collateral assignment which may be granted to a bank or other financial institution) in the Partnership, or any part thereof, or otherwise to withdraw as Managing General Partner of the Partnership without one hundred twenty (120) days prior written notice to and the written consent of Investor Partners owning a majority of the then outstanding Units.

Certain Restrictions on Managing General Partner's Power and Authority. Notwithstanding any other provisions of this Agreement to the contrary, neither the Managing General Partner nor any Affiliate of the Managing General Partner shall have the power or authority to, and shall not, do, perform, or authorize any of the following: (a) Borrow any money in the name or on behalf of the Partnership; (b) Use any revenues from Partnership operations for the purposes of acquiring Leases in new or unrelated Prospects or paying any Organization and Offering Expenses; provided, however, that revenues from Partnership operations may be used for other Partnership operations, including without limitation for the purposes of drilling, completing, maintaining, recompleting, and operating xxxxx wxxxx on existing Partnership Prospects and acquiring and developing new Leases to the extent such Leases are considered by the Managing General Partner in its sole discretion to be a part of a Prospect in which the Partnership then owns a Lease; (bc) Without having first received the prior consent of the holders of a majority of the then outstanding Units entitled to votevole, (1i) sell all or substantially all of the assets of the Partnership (except upon liquidation of the Partnership pursuant to Article IX hereof), unless cash funds of the Partnership are insufficient to pay the obligations and other liabilities of the Partnership; (2ii) dispose of the good will of the Partnership; (3iii) do any other act which would make it impossible to carry on the ordinary business of the Partnership; or (4iv) agree to the termination or amendment of any operating agreement to which the Partnership is a party, or waive any rights of the Partnership thereunder, except for amendments to the operating agreement which the Managing General Partner believes are necessary or advisable to ensure that the operating agreement conforms to any changes in or modifications to the Code or that do not adversely affect the Investor Partners in any material respect; (cd) Guarantee in the name or on behalf of the Partnership the payment of money or the performance of any contract or other obligation of any Person other than the Partnership; (de) Bind or obligate the Partnership with respect to any matter outside the scope of the Partnership business; (ef) Use the Partnership name, credit, or property for other than Partnership purposes; (fg) Take any action, or permit any other person to take any action, with respect to the assets or property of the Partnership which does not benefit the Partnership, including, among other things, utilization of funds of the Partnership as compensating balances for its own benefit or the commitment of future production; (gh) Benefit from any arrangement for the marketing of oil and gas production or other relationships affecting the property of the Managing General Partner and the Partnership, unless such benefits are fairly and equitably apportioned among the Managing General Partner, its Affiliates, and the Partnership; (hi) Utilize Partnership funds to invest in the securities of another person except in the following instances: (1) investments in working interests or undivided lease /ease interests made in the ordinary course of the Partnership's business; (2) temporary investments made in compliance with Section 2.02(f) of this Agreement; (3) investments involving less than 5% of Partnership capital which are a necessary and incidental part of a property acquisition transaction; and (4) investments in entities established solely to limit the Partnership's liabilities associated with the ownership or operation of property or equipment, provided, in such instances duplicative fees and expenses shall be prohibited; or (ij) Sell, transfer, or assign its interest (except for a collateral assignment which may be granted to a bank or other financial institution) in the Partnership, or any part thereof, or otherwise to withdraw as Managing General Partner of the Partnership without one hundred twenty (120) days prior written notice to and the written consent of Investor Partners owning a majority of the then outstanding Units.

Certain Restrictions on Managing General Partner's Power and Authority. Notwithstanding any other provisions of this Agreement to the contrary, neither the Managing General Partner nor any Affiliate of the Managing General Partner shall have the power or authority to, and shall not, do, perform, or authorize any of the following: (a) Use any revenues from Partnership operations for the purposes of acquiring Leases in new or unrelated Prospects or paying any Organization and Offering Expenses; provided, however, that revenues from Partnership operations may be used for other Partnership operations, including without limitation for the purposes of drilling, completing, maintaining, recompleting, and operating xxxxx on existing Partnership Prospects and acquiring and developing new Leases to the extent such Leases are considered by the Managing General Partner in its sole discretion to be a part of a Prospect in which the Partnership then owns a Lease; (b) Without having first received the prior consent of the holders of a majority of the then outstanding Units entitled to vote, (1i) sell all or substantially all of the assets of the Partnership (except upon liquidation of the Partnership pursuant to Article IX hereof), unless cash funds of the Partnership are insufficient to pay the obligations and other liabilities of the Partnership; (2ii) dispose of the good will of the Partnership; (3iii) do any other act which would make it impossible to carry on the ordinary business of the Partnership; or (4iv) agree to the termination or amendment of any operating agreement to which the Partnership is a party, or waive any rights of the Partnership thereunder, except for amendments to the operating agreement which the Managing General Partner believes are necessary or advisable to ensure that the operating agreement conforms to any changes in or modifications to the Code or that do not adversely affect the Investor Partners in any material respect; (c) Guarantee in the name or on behalf of the Partnership the payment of money or the performance of any contract or other obligation of any Person other than the Partnership; (d) Bind or obligate the Partnership with respect to any matter outside the scope of the Partnership business; (e) Use the Partnership name, credit, or property for other than Partnership purposes; (f) Take any action, or permit any other person to take any action, with respect to the assets or property of the Partnership which does not benefit the Partnership, including, among other things, utilization of funds of the Partnership as compensating balances for its own benefit or the commitment of future production; (g) Benefit from any arrangement for the marketing of oil and gas production or other relationships affecting the property of the Managing General Partner and the Partnership, unless such benefits are fairly and equitably apportioned among the Managing General Partner, its Affiliates, and the Partnership; (h) Utilize Partnership funds to invest in the securities of another person except in the following instances: (1) investments in working interests or undivided lease interests made in the ordinary course of the Partnership's business; (2) temporary investments made in compliance with Section 2.02(f) of this Agreement; (3) investments involving less than 5% of Partnership capital which are a necessary and incidental part of a property acquisition transaction; and (4) investments in entities established solely to limit the Partnership's liabilities associated with the ownership or operation of property or equipment, provided, in such instances duplicative fees and expenses shall be prohibited; or (i) Sell, transfer, or assign its interest (except for a collateral assignment which may be granted to a bank or other financial institution) in the Partnership, or any part thereof, or otherwise to withdraw as Managing General Partner of the Partnership without one hundred twenty (120) days prior written notice to and the written consent of Investor Partners owning a majority of the then outstanding Units.

Certain Restrictions on Managing General Partner's Power and Authority. Notwithstanding any other provisions of this Agreement to the contrary, neither the Managing General Partner nor any Affiliate of the Managing General Partner shall have the power or authority to, and shall not, do, perform, or authorize any of the following: (a) Borrow any money in the name or on behalf of the Partnership; (b) Use any revenues from Partnership operations for the purposes of acquiring Leases in new or unrelated Prospects or paying any Organization and Offering Expenses; provided, however, that revenues from Partnership operations may be used for other Partnership operations, including without limitation for the purposes of drilling, completing, maintaining, recompleting, and operating xxxxx on existing Partnership Prospects and acquiring and developing new Leases to the extent such Leases are considered by the Managing General Partner in its sole discretion to be a part of a Prospect in which the Partnership then owns a Lease; (bc) Without having first received the prior consent of the holders of a majority of the then outstanding Units entitled to vote, (1) sell all or substantially all of the assets of the Partnership (except upon liquidation of the Partnership pursuant to Article IX hereof), unless cash funds of the Partnership are insufficient to pay the obligations and other liabilities of the Partnership; (2) dispose of the good will of the Partnership; (3) do any other act which would make it impossible to carry on the ordinary business of the Partnership; or (4) agree to the termination or amendment of any operating agreement to which the Partnership is a party, or waive any rights of the Partnership thereunder, except for amendments to the operating agreement which the Managing General Partner believes are necessary or advisable to ensure that the operating agreement conforms to any changes in or modifications to the Code or that do not adversely affect the Investor Partners in any material respect; (cd) Guarantee in the name or on behalf of the Partnership the payment of money or the performance of any contract or other obligation of any Person other than the Partnership; (de) Bind or obligate the Partnership with respect to any matter outside the scope of the Partnership business; (ef) Use the Partnership name, credit, or property for other than Partnership purposes; (fg) Take any action, or permit any other person to take any action, with respect to the assets or property of the Partnership which does not benefit the Partnership, including, among other things, utilization of funds of the Partnership as compensating balances for its own benefit or the commitment of future production; (gh) Benefit from any arrangement for the marketing of oil and gas production or other relationships affecting the property of the Managing General Partner and the Partnership, unless such benefits are fairly and equitably apportioned among the Managing General Partner, its Affiliates, and the Partnership; (hi) Utilize Partnership funds to invest in the securities of another person except in the following instances: (1) investments in working interests or undivided lease interests made in the ordinary course of the Partnership's business; (2) temporary investments made in compliance with Section 2.02(f) of this Agreement; (3) investments involving less than 5% of Partnership capital which are a necessary and incidental part of a property acquisition transaction; and (4) investments in entities established solely to limit the Partnership's liabilities associated with the ownership or operation of property or equipment, provided, in such instances duplicative fees and expenses shall be prohibited; or (ij) Sell, transfer, or assign its interest (except for a collateral assignment which may be granted to a bank or other financial institution) in the Partnership, or any part thereof, or otherwise to withdraw as Managing General Partner of the Partnership without one hundred twenty (120) days prior written notice to and the written consent of Investor Partners owning a majority of the then outstanding Units.

Certain Restrictions on Managing General Partner's Power and Authority. Notwithstanding any other provisions of this Agreement to the contrary, neither the Managing General Partner nor any Affiliate of the Managing General Partner shall have the power or authority to, and shall not, do, perform, or authorize any of the following: (a) Use any revenues from Partnership operations for the purposes of acquiring Leases leases in new or unrelated Prospects that are not related to the Prospects acquired by the Partnership during its initial operations or paying any Organization and Offering ExpensesCosts; provided, however, that revenues from Partnership operations may be used for other Partnership operations, including without limitation limitation, for the purposes of drilling, completing, maintaining, recompleting, and operating xxxxx on existing Partnership Prospects and acquiring and developing new Leases leases to the extent such Leases leases are considered by the Managing General Partner in its sole discretion to be a part of a Prospect in which the Partnership then owns a Lease;lease. (b) Without having first received the prior consent of the holders of a majority of the then outstanding Units entitled to vote,: (1i) sell Sell all or substantially all of the assets of the Partnership (except upon liquidation of the Partnership pursuant to Article IX hereofSection 9), unless cash funds of the Partnership are insufficient to pay the obligations and other liabilities of the Partnership; (2ii) dispose Dispose of the good will goodwill of the Partnership; (3iii) do Do any other act which that would make it impossible to carry on the ordinary business of the Partnership; or (4iv) agree Agree to the termination or amendment of any operating agreement to which the Partnership is a party, or waive any rights of the Partnership thereunder, except for amendments to the operating agreement which that the Managing General Partner believes are necessary or advisable to ensure that the operating agreement conforms to any changes in or modifications to the Code or that do not adversely affect the Investor Partners in any material respect; (c) Guarantee in the name or on behalf of the Partnership the payment of money or the performance of any contract or other obligation of any Person other than the Partnership; (d) Bind or obligate the Partnership with respect to any matter outside the scope of the Partnership business; (e) Use the Partnership Partnership’s name, credit, or property for other than Partnership purposes; (f) Take any action, or permit any other person Person to take any action, with respect to the assets or property of the Partnership which that does not benefit the Partnership, including, among other things, utilization of funds of the Partnership as compensating balances for its own benefit or the commitment of future production; (g) Benefit from any arrangement for the marketing of oil and gas production or other relationships affecting the property of the Managing General Partner of an Affiliate and the Partnership, unless such benefits are fairly and equitably apportioned among the Managing General Partner, its Affiliates, and the Partnership, according to the respective interests of each; (h) Utilize Partnership funds to invest in the securities of another person Person except in the following instances: (1i) investments Investments in working interests Working Interests or undivided lease interests made in the ordinary course of the Partnership's ’s business; (2ii) temporary Temporary investments made in compliance with Section 2.02(f2.2(e) of this Agreement;; and (3iii) investments Investments involving less than 5% of Partnership capital which are a necessary and incidental part of a property acquisition transaction; and (4) investments in entities established solely to limit the Partnership's liabilities associated with the ownership or operation of property or equipment, provided, in such instances duplicative fees and expenses shall be prohibited; or. (i) Sell, transfer, or assign its interest (except for a collateral assignment which may be granted Vote with respect to a bank or other financial institution) in any Unit held by it on matters submitted to the Partnership, or any part thereof, or otherwise to withdraw as Partners regarding the removal of the Managing General Partner of or regarding any transaction between the Partnership without one hundred twenty (120) days prior written notice to and the written Managing General Partner. (j) Without having first received the prior consent of Investor Partners owning holders of a majority of the then outstanding UnitsUnits present, in person or by proxy, at a meeting of Investor Partners at which a quorum is present, engage in any borrowing activity authorized by Section 6.02(m) if the total amount of the Partnership’s borrowings then outstanding would exceed an amount equal to 25% of the Capital Contributions to the Partnership.

Certain Restrictions on Managing General Partner's Power and Authority. Notwithstanding any other provisions of this Agreement to the contrary, neither the Managing General Partner nor any Affiliate of the Managing General Partner shall have the power or authority to, and shall not, do, perform, or authorize any of the following: (a) Borrow any money in the name or on behalf of the Partnership; (b) Use any revenues from Partnership operations for the purposes of acquiring Leases in new or unrelated Prospects or paying any Organization and Offering Expenses; provided, however, that revenues from Partnership operations may be used for other Partnership operations, including without limitation for the purposes of drilling, completing, maintaining, recompletingrecomputing, and operating xxxxx on existing Partnership Prospects and acquiring and developing new Leases to the extent such Leases are considered by the Managing General Partner in its sole discretion to be a part of a Prospect in which the Partnership then owns a Lease; (bc) Without having first received the prior consent of the holders of a majority of the then outstanding Units entitled to vote, (1) sell all or substantially all of the assets of the Partnership (except upon liquidation of the Partnership pursuant to Article IX hereof), unless cash funds of the Partnership are insufficient to pay the obligations and other liabilities of the Partnership; (2) dispose of the good will of the Partnership; (3) do any other act which would make it impossible to carry on the ordinary business of the Partnership; or (4) agree to the termination or amendment of any operating agreement to which the Partnership is a party, or waive any rights of the Partnership thereunder, except for amendments to the operating agreement which the Managing General Partner believes are necessary or advisable to ensure that the operating agreement conforms to any changes in or modifications to the Code or that do not adversely affect the Investor Partners in any material respect; (cd) Guarantee in the name or on behalf of the Partnership the payment of money or the performance of any contract or other obligation of any Person other than the Partnership; (de) Bind or obligate the Partnership with respect to any matter outside the scope of the Partnership business; (ef) Use the Partnership name, credit, or property for other than Partnership purposes; (fg) Take any action, or permit any other person to take any action, with respect to the assets or property of the Partnership which does not benefit the Partnership, including, among other things, utilization of funds of the Partnership as compensating balances for its own benefit or the commitment of future production; (gh) Benefit from any arrangement for the marketing of oil and gas production or other oilier relationships affecting the property of the Managing General Partner and the Partnership, unless such benefits are fairly and equitably apportioned among the Managing General Partner, its Affiliates, and the Partnership; (hi) Utilize Partnership funds to invest in the securities of another person except in the following instances: (1) investments in working interests or undivided lease interests made in the ordinary course of the Partnership's business; (2) temporary investments made in compliance with Section 2.02(f) of this Agreement; (3) investments involving less than 5% of Partnership capital which are a necessary and incidental part of a property acquisition transaction; and (4) investments in entities established solely to limit the Partnership's liabilities associated with the ownership or operation of property or equipment, provided, in such instances duplicative fees and expenses shall be prohibited; or (ij) Sell, transfer, or assign its interest (except for a collateral assignment which may be granted to a bank or other financial institution) in the Partnership, or any part thereof, or otherwise to withdraw as Managing General Partner of the Partnership without one hundred twenty (120) days prior written notice to and the written consent of Investor Partners owning a majority of the then outstanding Units.