KEY EXECUTIVE PROVISIONS Clause Samples

KEY EXECUTIVE PROVISIONS. 4.6.1 If at any time prior to the termination of the Investment Period, two of the Key Executives cease to act as members of the Investment Committee of the Manager (a "Key Man Event") then:- 4.6.1.1 the General Partner shall promptly (but in any event within five Business Days) notify the Limited Partners of such Key Man Event; 4.6.1.2 Investors may within 60 days of such notification of a Key Man Event, by an Investors' Ordinary Consent, require the Partnership to enter a Suspension Period; 4.6.1.3 during a Suspension Period no drawdowns of Loans from Investors pursuant to the provisions of this Clause 4 shall be made other than for the purposes of: (i) making follow-on Investments; (ii) completing contracts entered into by the Partnership prior to the Suspension Period; and (iii) paying any Ongoing Expenses, making payments under any indemnities given pursuant to the provisions of this Agreement or paying the General Partner's Share or procuring an interest free loan in respect of the General Partner's Share in accordance with the provisions of Clause 6.3.2; 4.6.1.4 if the Partnership enters a Suspension Period, the General Partner shall be entitled to propose a replacement Key Executive (or replacement Key Executives (if applicable) so as to ensure that there are never less than two Key Executives)), who shall be approved if the Investors do not, by way of an Investors' Ordinary Consent, object to the appointment within one month of receiving notice of the proposal. On approval, or deemed approval, of a replacement Key Executive (or Key Executives (if applicable)), the Suspension Period will end and Investors will become liable to fund Drawdown Notices pursuant to the provisions of Clause 4; 4.6.1.5 if the Suspension Period continues for longer than twelve months, then Investors may, by an Investors' Special Consent, determine that the Investment Period should be terminated; 4.6.2 The General Partner may at any time propose to the Investors a person as a new Key Executive whether in addition to or in substitution for an existing Key Executive. Such person will be approved as a Key Executive if the Investors (by way of an Investors' Ordinary Consent) do not object within one month of such notification. 5 THE MANAGER AND THE GENERAL PARTNER
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