Common use of Meetings of Partners Clause in Contracts

Meetings of Partners. (a) Meetings of the Limited Partners who are Holders may be called at any time by the General Partner to consider and act on any matter on which Limited Partners are entitled to act under the terms of this Agreement or the Act. The General Partner shall call a meeting of Holders if directed to do so by Holders of no less than 10% in Liquidation Preference as permitted by this Agreement. Such direction shall be given by delivering to the General Partner a request in writing stating that the signing Limited Partners desire to call a meeting and indicating the general or specific purpose for which the meeting is to be called. Any Limited Partners calling a meeting shall specify in writing the L.P. Certificates held by the Limited Partners exercising the right to call a meeting and only those specified Interests shall be counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met. Except to the extent otherwise provided in this Agreement, the following provisions shall apply to meetings of Partners. (b) Notice of any such meeting shall be given to all Limited Partners having a right to vote thereat not less than seven Business Days nor more than 60 days prior to the date of such meeting. Each such notice shall set forth the date, time and place of the meeting, a description of any matter on which Holders are entitled to vote and instructions for the delivery of proxies or written consents. (c) Any action that may be taken at a meeting of the Limited Partners may be taken without a meeting if a consent in writing setting forth the action so taken is signed by Limited Partners owning not less than the minimum Interests that would be necessary to authorize or take such action at a meeting in which all Limited Partners having a right to vote thereon were present and voting. Prompt notice of the taking of action without a meeting shall be given to the Limited Partners entitled to vote who have not consented in writing. The General Partner may provide that any written ballot submitted to the Limited Partners for the purpose of taking any action without a meeting shall be returned to the Partnership within a specified time. (d) Each Partner may authorize any Person to act for it by proxy on all matters as to which a Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Partner executing it. Except as otherwise provided herein, or pursuant to Section 14.3(f), all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Partnership were a Delaware corporation and the Limited Partners were stockholders of a Delaware corporation. (e) Each meeting of Partners shall be conducted by the General Partner or by such other Person that the General Partner may designate. (f) The General Partner may establish all other reasonable procedures relating to meetings of Limited Partners or the giving of written consents, in addition to those expressly provided, including notice of time, place or purpose of any meeting at which any matter is to be voted on by any Partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.

Meetings of Partners. (a) Meetings of the Limited Partners who are Holders may be called at any time by the General Partner to consider and act on any matter on which Limited Partners are entitled to act under the terms of this Agreement or the Act. The Managing General Partner shall call a hold an annual meeting of Holders if directed to do so by Holders Partners beginning in the first full calendar year following the end of no less than 10% in Liquidation Preference as permitted by this Agreementthe Initial Offering Period. Such direction shall be given by delivering to the The Managing General Partner a request in writing stating that shall give at least forty-five days notice of the signing Limited Partners desire time and place of such meeting to call a meeting and indicating each Partner, which notice shall set out the general or specific purpose agenda for which the meeting is to be called. Any Limited Partners calling a meeting shall specify in writing the L.P. Certificates held by the Limited Partners exercising the right to call a meeting and only those specified Interests shall be counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met. Except to the extent otherwise provided in this Agreement, the following provisions shall apply to meetings of Partnerssuch meeting. (b) Notice The Managing General Partner and the Non-Managing General Partner, together or independently, may call a special meeting of any such meeting shall be given to all Limited Partners having a right to vote thereat not less than seven Business Days nor more than 60 the Partnership by giving at least ten days prior to notice of the date of such meeting. Each such notice shall set forth the date, time and place of such meeting to each Partner, which notice shall set out the agenda for such meeting, a description of any matter on which Holders are entitled to vote and instructions for the delivery of proxies or written consents. (c) Any action that required to be, or which may be be, taken at a any meeting of the Limited Partners may be taken in writing without a meeting if a consent in writing setting forth consents thereto are given by (i) the Managing General Partner, (ii) the Non-Managing General Partner (to the extent such action so taken is signed requires the approval of the Non-Managing General Partner by Limited the terms of this Agreement), and (iii) Partners owning Partnership Interests having an aggregate Percentage Interest not less than the minimum Interests amount that would be necessary to authorize or take such action at a meeting in which all Limited Partners having meeting; provided that a right vote to vote thereon were present and voting. Prompt notice of terminate the taking of action without Partnership pursuant to Section 12.2 may be held only at a meeting shall be given to the Limited Partners entitled to vote who have duly called, and not consented by written consent in writing. The General Partner may provide that any written ballot submitted to the Limited Partners for the purpose of taking any action without a meeting shall be returned to the Partnership within a specified timelieu thereof. (d) Each A Partner may authorize vote at any Person to act for it meeting either in person or by a proxy on all matters as to which a such Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided has duly executed in the proxy. Every proxy shall be revocable at the pleasure of the Partner executing it. Except as otherwise provided herein, or pursuant to Section 14.3(f), all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Partnership were a Delaware corporation and the Limited Partners were stockholders of a Delaware corporationwriting. (e) Each The chairman of any special meeting of Partners shall be conducted the President or another Person affiliated with and designated by the Managing General Partner. A Person designated by the Managing General Partner or by shall keep written minutes of all of the proceedings and votes of any such other Person that the General Partner may designatemeeting. (f) The Managing General Partner may establish all other reasonable procedures relating set in advance a record date for determining the Partners entitled to meetings of Limited Partners or the giving of written consents, in addition to those expressly provided, including notice of time, place and to vote at any meeting or purpose entitled to express consent to any action in writing without a meeting. No record date shall be less than ten nor more than sixty days prior to the date of any meeting to which such record date relates nor more than ten days after the date on which the Managing General Partner sets the record date for any action by written consent. If the Managing General Partner does not set a record date, the record date for a meeting of Partners shall be the date of such meeting, and the record date for a written consent of Partners shall be the date of the notice to the Partners by which the Managing General Partner requests such written consent. (g) A quorum shall be present at which any meeting of Partners with respect to any matter is to be voted on by any Partners, waiver of any at such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, if Partners holding voting in person or by proxy or any other matter power at least equal to that required to take action with respect to such matter are present at such meeting. Except as otherwise required by the exercise Act, the Limited Partners may not require the Partnership to take any action, and the consent of the Limited Partners shall not be required for the Partnership to take any such right action, except to vote.the extent this Agreement

Meetings of Partners. (a) Meetings of the Limited Partners who are Holders may be called at any time by the General Partner to consider and act on any matter on which Limited Partners are entitled to act under the terms of this Agreement or the Act. The General Partner shall call a meeting of Holders if directed to do so by Holders of no less than 10% in Liquidation Preference as permitted by this Agreement. Such direction shall be given by delivering to the General Partner a request in writing stating that the signing Limited Partners desire to call a meeting and indicating the general or specific purpose for which the meeting is to be called. Any Limited Partners calling a meeting shall specify in writing the L.P. Certificates held by the Limited Partners exercising the right to call a meeting and only those specified Interests shall be counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met. Except to the extent otherwise provided in this Agreement, the following provisions shall apply to meetings of Partners. (b) Notice of any such meeting shall be given to all Limited Partners having a right to vote thereat not less than seven Business Days nor more than 60 days prior to the date of such meeting. Each such notice shall set forth the date, time and place of the meeting, a description of any matter on which Holders are entitled to vote and instructions for the delivery of proxies or written consents. (c) Any action that may be taken at a meeting of the Limited Partners may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by Limited Partners owning not less than the minimum Interests that would be necessary to authorize or take such action at a meeting in which all Limited Partners having a right to vote thereon were present and voting. Prompt notice of the taking of action without a meeting shall be given to the Limited Partners entitled to vote who have not consented in writing. The General Partner may provide that any written ballot submitted to the Limited Partners for the purpose of taking any action without a meeting shall be returned to the Partnership within a specified time. (d) Each Partner may authorize any Person to act for it by proxy on all matters as to which a Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Partner executing it. Except as otherwise provided herein, or pursuant to Section 14.3(f), all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Partnership were a Delaware corporation and the Limited Partners were stockholders of a Delaware corporation. (e) Each meeting of Partners shall be conducted by the General Partner or by such other Person that the General Partner may designate. (f) The General Partner may establish all other reasonable procedures relating to meetings of Limited Partners or the giving of written consents, in addition to those expressly provided, including notice of time, place or purpose of any meeting at which any matter is to be voted on by any Partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.

Meetings of Partners. (a) Meetings of the Limited Partners who are Holders may be called at any time by the General Partner to consider and act on any matter on which Limited Partners are entitled to act under the terms of this Agreement or the Act. The General Partner shall call a meeting of Holders of all of the outstanding Preferred Securities or of Holders of any particular series of Preferred Securities if directed to do so by Holders of no not less than 10% in Liquidation Preference of all the outstanding Preferred Securities, or of that series, respectively, as permitted by this Agreement. Such direction shall be given by delivering to the General Partner a request in writing stating that the signing Limited Partners desire to call a meeting to be called and indicating the general or specific purpose for which the meeting is to be called. Any Limited Partners calling a meeting shall specify in writing the L.P. Certificates held by the Limited Partners exercising the right to call a meeting and only those specified Interests shall be counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met. Except to the extent otherwise provided in this Agreement, the following provisions shall apply to meetings of Partners. (b) Notice of any such meeting shall be given to all Limited Partners having a right to vote thereat not less than seven Business Days nor more than 60 days prior to the date of such meeting. Each such notice shall set forth the date, time and place of the meeting, a description of any matter on which Holders are entitled to vote and instructions for the delivery of proxies or written consents. (c) Any action that required approval of Holders of any Preferred Securities may be taken given at a meeting of the Limited Partners may such Holders convened for such purpose or pursuant to written consent. The Partnership will cause a notice of any meeting at which Holders of any Preferred Securities are entitled to vote, or of any matter upon which action by written consent of such Holders is to be taken without taken, to be mailed to each Holder of record of such Preferred Securities. Each such notice will include a meeting if a consent in writing statement setting forth (x) the action so taken is signed date, time and place of such meeting or the date by Limited Partners owning not less than the minimum Interests that would be necessary to authorize or take which such action at is to be taken, (y) a meeting in description of any matter on which all Limited Partners having a right to vote thereon were present and voting. Prompt notice of the taking of action without a meeting shall be given to the Limited Partners such Holders are entitled to vote who have not consented in writing. The General Partner may provide that any or upon which written ballot submitted to the Limited Partners consent is sought and (z) instructions for the purpose delivery of taking any action without a meeting shall proxies or written consents. No vote or consent of the Holders of Preferred Securities will be returned to required for the Partnership within a specified timeto redeem and cancel Preferred Securities in accordance with the provisions of this Agreement or the terms of the Action establishing the relevant series of Preferred Securities. (d) Each Partner may authorize any Person to act for it by proxy on all matters as to which a Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Partner executing it. Except as otherwise provided herein, or pursuant to Section 14.3(f), all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Partnership were a Delaware corporation and the Limited Partners were stockholders of a Delaware corporation. (e) Each meeting of Partners shall be conducted by the General Partner or by such other Person that the General Partner may designate. (f) The General Partner may establish all other reasonable procedures relating to meetings of Limited Partners or the giving of written consents, in addition to those expressly provided, including notice of time, place or purpose of any meeting at which any matter is to be voted on by any Partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person person, by representative or by proxy or any other matter with respect to the exercise of any such right to vote.

Meetings of Partners. (a) Meetings of the Limited Partners who are Holders may be called at any time by the General Partner to consider and act on any matter on which Limited Partners are entitled to act under the terms of this Agreement or the Act. The General Partner shall may call a meeting of Holders if directed the Partnership by giving at least ten days notice of the time and place of such meeting to do so by Holders of no less than 10% in Liquidation Preference as permitted by this Agreement. Such direction each Limited Partner, which notice shall be given by delivering to set out the General Partner a request in writing stating that the signing Limited Partners desire to call a meeting and indicating the general or specific purpose agenda for which the meeting is to be called. Any Limited Partners calling a meeting shall specify in writing the L.P. Certificates held by the Limited Partners exercising the right to call a meeting and only those specified Interests shall be counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met. Except to the extent otherwise provided in this Agreement, the following provisions shall apply to meetings of Partnerssuch meeting. (b) Notice Any action required to be, or which may be, taken at any meeting of the Partners may be taken in writing without a meeting if consents thereto are given by the General Partner and Limited Partners owning Partnership Interests having an aggregate Percentage Interest not less than the amount that would be necessary to take such action at a meeting. (c) A Limited Partner may vote at any meeting either in person or by a proxy which such Limited Partner has duly executed in writing. (d) The chairman of any special meeting shall be the President or another Person affiliated with and designated by the General Partner. A Person designated by the General Partner shall keep written minutes of all of the proceedings and votes of any such meeting. (e) The General Partner may set in advance a record date for determining the Limited Partners entitled to notice of and to vote at any meeting or entitled to express consent to any action in writing without a meeting. No record date shall be given to all Limited Partners having a right to vote thereat not less than seven Business Days ten nor more than 60 sixty days prior to the date of any meeting to which such meetingrecord date relates nor more than ten days after the date on which the General Partner sets the record date for any action by written consent. Each such notice shall If the General Partner does not set forth the a record date, time and place of the meeting, a description of any matter on which Holders are entitled to vote and instructions record date for the delivery of proxies or written consents. (c) Any action that may be taken at a meeting of the Limited Partners may shall be taken without the date of such meeting, and the record date for a meeting if a written consent in writing setting forth the action so taken is signed by of Limited Partners owning not less than shall be the minimum Interests that would be necessary to authorize or take such action at a meeting in which all Limited Partners having a right to vote thereon were present and voting. Prompt notice date of the taking of action without a meeting shall be given notice to the Limited Partners entitled to vote who have not consented in writing. The General Partner may provide that any written ballot submitted to the Limited Partners for the purpose of taking any action without a meeting shall be returned to the Partnership within a specified time. (d) Each Partner may authorize any Person to act for it by proxy on all matters as to which a Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Partner executing it. Except as otherwise provided herein, or pursuant to Section 14.3(f), all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Partnership were a Delaware corporation and the Limited Partners were stockholders of a Delaware corporation. (e) Each meeting of Partners shall be conducted by the General Partner or by requests such other Person that the General Partner may designatewritten consent. (f) The General Partner may establish all other reasonable procedures relating to meetings A quorum shall be present at any meeting of Limited Partners or the giving of written consents, in addition with respect to those expressly provided, including notice of time, place or purpose of any meeting at which any matter is to be voted on by any Partners, waiver of any at such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, if Limited Partners holding voting in person or by proxy or any other matter power at least equal to that required to take action with respect to such matter are present at such meeting. Except as otherwise required by the exercise Act, the Limited Partners may not require the Partnership to take any action, and the consent of the Limited Partners shall not be required for the Partnership to take any action, except to the extent this Agreement requires the taking of an action approved by, or prohibits the taking of any action unless approved by, a specified vote or consent of Limited Partners, which may be a Majority LP Vote, a Super Majority LP Vote or a 75% Majority LP Vote. A “Majority LP Vote” means the affirmative vote or consent of Limited Partners owning Partnership Interests having an aggregate Percentage Interest of more than fifty percent (50%) on the record date set for a vote of the Limited Partners. A “Super Majority LP Vote” means the affirmative vote or consent of Limited Partners owning Partnership Interests having an aggregate Percentage Interest of sixty-six and two-thirds percent (66 2/3%) or more on the record date set for a vote of the Limited Partners. A “75% Majority LP Vote” means the affirmative vote or consent of Limited Partners owning Partnership Interests having an aggregate Percentage Interest of seventy-five percent (75%) or more on the record date set for a vote of the Limited Partners. Where any vote of Limited Partners is required under this Agreement but the Percentage Interest required to act is not specifically stated, such right to voteaction shall be approved by Majority LP Vote.

Meetings of Partners. (a) Meetings of Partnership meetings shall be held at the Limited Partners who are Holders may be called at any time Partnership's principal executive office (unless another address is duly noticed by the General Partner to consider all of the Partners), and act on shall be held (i) when called by the General Partner or, (ii) as respects any matter on which the Limited Partners may vote or are entitled required to act under be consulted or to consent, when called by any Limited Partners representing more than ten percent (10%) of the terms aggregate Interest Percentages held by all of this Agreement or the ActLimited Partners. The General Partner Notice of a meeting shall call be given in accordance with the provisions of Section 12.15, unless such notice is waived by all of the Partners. Partners may participate in a meeting of Holders if directed to do the Partnership through the use of conference telephones or similar communication equipment, so by Holders of no less than 10% long as all Partners participating in Liquidation Preference as permitted by this Agreement. Such direction shall be given by delivering to the General Partner a request in writing stating that the signing Limited Partners desire to call a meeting and indicating the general or specific purpose for which the meeting is to be called. Any Limited Partners calling a meeting shall specify in writing the L.P. Certificates held by the Limited Partners exercising the right to call a meeting and only those specified Interests shall be counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met. Except to the extent otherwise provided in this Agreement, the following provisions shall apply to meetings of Partnerscan hear one another. (b) Notice of any such meeting shall be given to all Limited Partners having a right to vote thereat not less than seven Business Days nor more than 60 days prior to the date of such meeting. Each such notice shall set forth the date, time and place of the meeting, a description of any matter on which Holders are entitled to vote and instructions for the delivery of proxies or written consents. (c) Any action that which may be taken at a any meeting of the Limited Partners may be taken without a meeting if a consent in writing writing, setting forth the action so taken is taken, shall be signed by Limited Partners owning having not less than the minimum Interests number of votes that would be necessary to authorize or take such that action at a meeting in at which all Limited Partners having a right entitled to vote thereon were present and votingvoted. Prompt notice Any written solicitation for the consent of any Limited Partner to the taking of any action shall be simultaneously forwarded by the General Partners to all of the other Limited Partners. Any action taken without a meeting as provided in this Section 3.9(b) shall be effective as of the date for effectiveness set forth in the written document evidencing such consent, or, if no such date is set forth, then on the date upon which the last required signature of a Partner thereon is obtained. The record date for determining Partners entitled to give written consent to Partnership action without a meeting shall be given the day on which the first written consent is given. Similarly, any action which may be taken only after obtaining the consent of the Required Partners may be taken without a meeting if a consent in writing, setting forth the action to be so taken, shall be signed by Partners having not less than the Limited minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Partners entitled to vote who have not consented in writing. The General Partner may provide that any written ballot submitted to the Limited Partners for the purpose of taking any action without a meeting shall be returned to the Partnership within a specified timethereon were present and voted. (d) Each Partner may authorize any Person to act for it by proxy on all matters as to which a Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Partner executing it. Except as otherwise provided herein, or pursuant to Section 14.3(f), all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Partnership were a Delaware corporation and the Limited Partners were stockholders of a Delaware corporation. (e) Each meeting of Partners shall be conducted by the General Partner or by such other Person that the General Partner may designate. (f) The General Partner may establish all other reasonable procedures relating to meetings of Limited Partners or the giving of written consents, in addition to those expressly provided, including notice of time, place or purpose of any meeting at which any matter is to be voted on by any Partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.

Meetings of Partners. (a) Meetings of the Limited Partners who are Holders may be called at any time by the General Partner to consider and act on any matter on which Limited Partners are entitled to act under the terms of this Agreement or the Act. The General Partner shall call a meeting of Holders if directed to do so by Holders of no less than 10% in Liquidation Preference of the Partnership Preferred Securities as permitted by this Agreement. Such direction shall be given by delivering to the General Partner a request in writing stating that the signing Limited Partners desire to call a meeting and indicating the general or specific purpose for which the meeting is to be called. Any Limited Partners calling a meeting shall specify in writing the L.P. Certificates held by the Limited Partners exercising the right to call a meeting and only those specified Interests shall be counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met. Except to the extent otherwise provided in this Agreement, the following provisions shall apply to meetings of Partners. (b) Notice of any such meeting shall be given to all Limited Partners having a right to vote thereat not less than seven Business Days nor more than 60 days prior to the date of such meeting. Each such notice shall set forth the date, time and place of the meeting, a description of any matter on which Holders are entitled to vote and instructions for the delivery of proxies or written consents. (c) Any action that may be taken at a meeting of the Limited Partners may be taken without a meeting if a consent in writing setting forth the action so taken is signed by Limited Partners owning not less than the minimum Interests that would be necessary to authorize or take such action at a meeting in which all Limited Partners having a right to vote thereon were present and voting. Prompt notice of the taking of action without a meeting shall be given to the Limited Partners entitled to vote who have not consented in writing. The General Partner may provide that any written ballot submitted to the Limited Partners for the purpose of taking any action without a meeting shall be returned to the Partnership within a specified time. (d) Each Partner may authorize any Person to act for it by proxy on all matters as to which a Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Partner executing it. Except as otherwise provided herein, or pursuant to Section 14.3(f), all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Partnership were a Delaware corporation and the Limited Partners were stockholders of a Delaware corporation. (e) Each meeting of Partners shall be conducted by the General Partner or by such other Person that the General Partner may designate. (f) The General Partner may establish all other reasonable procedures relating to meetings of Limited Partners or the giving of written consents, in addition to those expressly provided, including notice of time, place or purpose of any meeting at which any matter is to be voted on by any Partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.

Meetings of Partners. (a) Meetings of the Limited Partners who are Holders may be called at any time by the General Partner to consider and act on any matter on which Limited Partners are entitled to act under the terms of this Agreement or the Act. The Managing General Partner shall call a hold an annual meeting of Holders if directed to do so by Holders Partners beginning in the first full calendar year following the end of no less than 10% in Liquidation Preference as permitted by this Agreementthe Initial Offering Period. Such direction shall be given by delivering to the The Managing General Partner a request in writing stating that shall give at least forty-five days notice of the signing Limited Partners desire time and place of such meeting to call a meeting and indicating each Partner, which notice shall set out the general or specific purpose agenda for which the meeting is to be called. Any Limited Partners calling a meeting shall specify in writing the L.P. Certificates held by the Limited Partners exercising the right to call a meeting and only those specified Interests shall be counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met. Except to the extent otherwise provided in this Agreement, the following provisions shall apply to meetings of Partnerssuch meeting. (b) Notice The Managing General Partner and the Non-Managing General Partner, together or independently, may call a special meeting of any such meeting shall be given to all Limited Partners having a right to vote thereat not less than seven Business Days nor more than 60 the Partnership by giving at least ten days prior to notice of the date of such meeting. Each such notice shall set forth the date, time and place of such meeting to each Partner, which notice shall set out the agenda for such meeting, a description of any matter on which Holders are entitled to vote and instructions for the delivery of proxies or written consents. (c) Any action that required to be, or which may be be, taken at a any meeting of the Limited Partners may be taken in writing without a meeting if a consent in writing setting forth consents thereto are given by (i) the Managing General Partner, (ii) the Non-Managing General Partner (to the extent such action so taken is signed requires the approval of the Non-Managing General Partner by Limited the terms of this Agreement), and (iii) Partners owning Partnership Interests having an aggregate Percentage Interest not less than the minimum Interests amount that would be necessary to authorize or take such action at a meeting in which all Limited Partners having meeting; provided that a right vote to vote thereon were present and voting. Prompt notice of terminate the taking of action without Partnership pursuant to Section 12.2 may be held only at a meeting shall be given to the Limited Partners entitled to vote who have duly called, and not consented by written consent in writing. The General Partner may provide that any written ballot submitted to the Limited Partners for the purpose of taking any action without a meeting shall be returned to the Partnership within a specified timelieu thereof. (d) Each A Partner may authorize vote at any Person to act for it meeting either in person or by a proxy on all matters as to which a such Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided has duly executed in the proxy. Every proxy shall be revocable at the pleasure of the Partner executing it. Except as otherwise provided herein, or pursuant to Section 14.3(f), all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Partnership were a Delaware corporation and the Limited Partners were stockholders of a Delaware corporationwriting. (e) Each The chairman of any special meeting of Partners shall be conducted the President or another Person affiliated with and designated by the Managing General Partner. A Person designated by the Managing General Partner or by shall keep written minutes of all of the proceedings and votes of any such other Person that the General Partner may designatemeeting. (f) The Managing General Partner may establish all other reasonable procedures relating set in advance a record date for determining the Partners entitled to meetings of Limited Partners or the giving of written consents, in addition to those expressly provided, including notice of time, place and to vote at any meeting or purpose entitled to express consent to any action in writing without a meeting. No record date shall be less than ten nor more than sixty days prior to the date of any meeting to which such record date relates nor more than ten days after the date on which the Managing General Partner sets the record date for any action by written consent. If the Managing General Partner does not set a record date, the record date for a meeting of Partners shall be the date of such meeting, and the record date for a written consent of Partners shall be the date of the notice to the Partners by which the Managing General Partner requests such written consent. (g) A quorum shall be present at which any meeting of Partners with respect to any matter is to be voted on by any Partners, waiver of any at such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, if Partners holding voting in person or by proxy or any other matter power at least equal to that required to take action with respect to such matter are present at such meeting. Except as otherwise required by the exercise Act, the Limited Partners may not require the Partnership to take any action, and the consent of the Limited Partners shall not be required for the Partnership to take any action, except to the extent this Agreement requires the taking of an action approved by, or prohibits the taking of any such right action unless approved by, a specified LP Vote, Partner Vote or Fund Vote. An “LP Vote” is a vote taken among, or consent solicited from, all Limited Partners holding Voting Interests. A “Partner Vote” is a vote taken among, or consent solicited from, all Partners holding Voting Interests. A “Fund Vote” is a vote taken among, or consent solicited from, all Partners holding Voting Interests and all other Voting Fund Investors. A “Majority LP Vote” means the affirmative vote or consent of Limited Partners holding Voting Interests representing more than fifty percent (50%) of the Percentage Interests attributable to voteVoting Interests held by the Limited Partners on the record date set for an LP Vote. A “Super Majority LP Vote” means the affirmative vote or consent of Limited Partners holding Voting Interests representing sixty-six and two-thirds percent (662/3%) or more of the Percentage Interests attributable to Voting Interests held by the Limited Partners on the record date set for an LP Vote. A “75% Majority LP Vote” means the affirmative vote or consent of Limited Partners holding Voting Interests representing seventy-five percent (75%) or more of the Percentage Interests attributable to Voting Interests held by the Limited Partners on the record date set for an LP Vote. A “Majority Partner Vote” means the affirmative vote or consent of Partners holding Voting Interests representing more than fifty percent (50%) of the Percentage Interests attributable to Voting Interests held by the Partners on the record date set for a Partner Vote. A “Super Majority Partner Vote” means the affirmative vote or consent of Partners holding Voting Interests representing sixty-six and two-thirds percent (662/3%) or more of the Percentage Interests attributable to Voting Interests held by the Partners on the record date set for a Partner Vote. A “75% Majority Partner Vote” means the affirmative vote or consent of Partners holding Voting Interests representing seventy-five percent (75%) or more of the Percentage Interests attributable to Voting Interests held by the Partners on the record date set for a Partner Vote.

Meetings of Partners. (a) Meetings of Partnership meetings shall be held at the Limited Partners who are Holders may be called at any time Partnership's principal executive office (unless another address is duly noticed by the General Partner to consider all of the Partners), and act on shall be held (i) when called by the General Partner or, (ii) as respects any matter on which the Limited Partners may vote or are entitled required to act under be consulted or to consent, when called by any Limited Partners representing more than ten percent (10%) of the terms aggregate Interest Percentages held by all of this Agreement or the ActLimited Partners. The General Partner Notice of a meeting shall call be given in accordance with the provisions of Section 12.16, unless such notice is waived by all of the Partners. Partners may participate in a meeting of Holders if directed to do the Partnership through the use of conference telephones or similar communication equipment, so by Holders of no less than 10% long as all Partners participating in Liquidation Preference as permitted by this Agreement. Such direction shall be given by delivering to the General Partner a request in writing stating that the signing Limited Partners desire to call a meeting and indicating the general or specific purpose for which the meeting is to be called. Any Limited Partners calling a meeting shall specify in writing the L.P. Certificates held by the Limited Partners exercising the right to call a meeting and only those specified Interests shall be counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met. Except to the extent otherwise provided in this Agreement, the following provisions shall apply to meetings of Partnerscan hear one another. (b) Notice of any such meeting shall be given to all Limited Partners having a right to vote thereat not less than seven Business Days nor more than 60 days prior to the date of such meeting. Each such notice shall set forth the date, time and place of the meeting, a description of any matter on which Holders are entitled to vote and instructions for the delivery of proxies or written consents. (c) Any action that which may be taken at a any meeting of the Limited Partners may be taken without a meeting if a consent in writing writing, setting forth the action so taken is taken, shall be signed by Limited Partners owning having not less than the minimum Interests number of votes that would be necessary to authorize or take such that action at a meeting in at which all Limited Partners having a right entitled to vote thereon were present and votingvoted. Prompt notice Any written solicitation for the consent of any Limited Partner to the taking of any action shall be simultaneously forwarded by the General Partners to all of the other Limited Partners. Any action taken without a meeting as provided in this Section 3.9(b) shall be effective as of the date for effectiveness set forth in the written document evidencing such consent, or, if no such date is set forth, then on the date upon which the last required signature of a Partner thereon is obtained. The record date for determining Partners entitled to give written consent to Partnership action without a meeting shall be given the day on which the first written consent is given. Similarly, any action which may be taken only after obtaining the consent of the Required Partners may be taken without a meeting if a consent in writing, setting forth the action to be so taken, shall be signed by Partners having not less than the Limited minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Partners entitled to vote who have not consented in writing. The General Partner may provide that any written ballot submitted to the Limited Partners for the purpose of taking any action without a meeting shall be returned to the Partnership within a specified timethereon were present and voted. (d) Each Partner may authorize any Person to act for it by proxy on all matters as to which a Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Partner executing it. Except as otherwise provided herein, or pursuant to Section 14.3(f), all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Partnership were a Delaware corporation and the Limited Partners were stockholders of a Delaware corporation. (e) Each meeting of Partners shall be conducted by the General Partner or by such other Person that the General Partner may designate. (f) The General Partner may establish all other reasonable procedures relating to meetings of Limited Partners or the giving of written consents, in addition to those expressly provided, including notice of time, place or purpose of any meeting at which any matter is to be voted on by any Partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.

Meetings of Partners. (a) Meetings of the Limited Partners who are Holders may be called at any time by -------------------- the General Partner and shall be called by the General Partner to consider and act on upon the written request of any matter on which Limited Partners are entitled to act under holding thirty percent (30%) or more of the terms of this Agreement or the Acttotal Partnership Percentages. The General Partner shall call a meeting of Holders if directed to do so by Holders of no less than 10% in Liquidation Preference as permitted by this Agreement. Such direction shall be given by delivering to the General Partner a request in writing stating that the signing Limited Partners desire to call a meeting and indicating the general or specific purpose for which the meeting is to be called. Any Limited Partners calling a meeting shall specify in writing the L.P. Certificates held by the Limited Partners exercising the right to call a meeting and only those specified Interests shall be counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met. Except to the extent otherwise provided in this Agreement, the following provisions shall apply to meetings of Partners. (b) Notice of any such meeting shall be given to all Limited Partners having a right to vote thereat not less than seven Business Days nor (7) days or more than 60 thirty (30) days prior to the date of such meeting. Each such notice the meeting and shall set forth state the date, time and place nature of the business to be transacted. Any Partner may waive notice of a meeting, a description of any matter on which Holders are entitled to vote and instructions for if it shall so elect, by providing the delivery of proxies or Partnership with written consents. (c) Any action that may be taken at a meeting of the Limited Partners may be taken without a meeting if a consent in writing setting forth the action so taken is signed by Limited Partners owning not less than the minimum Interests that would be necessary to authorize or take such action at a meeting in which all Limited Partners having a right to vote thereon were present and voting. Prompt notice of waiver. For the taking purpose of action without a meeting shall be given to determining the Limited Partners entitled to vote who have not consented in writing. The on, or to vote at, any meeting of the Partners or any adjournment thereof, the General Partner may provide that any written ballot submitted to or the Limited Partners requesting such meeting may set, in advance, a date as the record date for the purpose any such determination of taking Limited Partners. Such date shall not be more than sixty (60) days nor less than ten (10) days before any action without a such meeting. Partners may vote in Person or by proxy at any meeting shall be returned to the Partnership within a specified time. (d) of Partners. Each Partner may authorize any Person to act for it by proxy on all matters as to on which a Partner it is entitled to participate, including whether by waiving notice of any meeting, meeting or voting or participating at a meeting. Every proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of 11 eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Partner executing it. Except as otherwise provided herein, or pursuant to Section 14.3(f), all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Partnership were a Delaware corporation and the Limited Partners were stockholders of a Delaware corporation. (e) Each meeting of Partners shall be conducted by the General Partner or by such other Person that as a General Partner may appoint pursuant to such rules as to the conduct of the meeting as the General Partner or such other Person deems appropriate. Partners may designate. (f) The General Partner participate in and hold a meeting by conference telephone or similar communication equipment on which all Persons participating in the meeting can hear and speak to each other. Whenever the vote or consent of Partners is permitted or required under this Agreement or the Act, such vote or consent may establish all other reasonable procedures relating to meetings be given at a meeting of Limited the Partners or may be taken without a meeting if a consent in writing, setting forth the giving of written consentsaction taken, in addition is signed by the Partners having the requisite Partnership Percentages to those expressly providedconsent to or approve the subject matter thereof, including and any such consent shall have the same force and effect as a vote at a meeting. Prompt notice of time, place or purpose the taking of any meeting at which any matter is to be voted on by any Partners, waiver of any such notice, an action by consent without shall be given to the Partners who have not consented in writing to the taking of the action. A Majority in Interest of the Partners shall constitute a meetingquorum for the transaction of business at any meeting of the Partners and except as otherwise expressly provided in this Agreement or by the Act, the establishment vote of a record date, quorum requirements, voting Majority in person or by proxy or any other matter with respect to Interest of the exercise of any such right to votePartners shall control.

Meetings of Partners. (a) Meetings of the Limited Partners who are Holders may be called at any time by the General Partner to consider and act on any matter on which Limited Partners are entitled to act under the terms of this Agreement or the Act. The General Partner shall call a meeting meet- ing of Holders if directed to do so by Holders of no less than 10% in Liquidation Preference as permitted by this Agreement. Such direction shall be given by delivering to the General Partner a request in writing stating that the signing Limited Partners desire to call a meeting and indicating the general or specific purpose for which the meeting is to be called. Any Limited Partners calling a meeting shall specify in writing the L.P. Certificates held by the Limited Partners exercising the right to call a meeting and only those specified Interests shall be counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has been met. Except to the extent otherwise provided in this Agreement, the following provisions shall apply to meetings of Partners. (b) Notice of any such meeting shall be given to all Limited Partners having a right to vote thereat not less than seven Business Days nor more than 60 days prior to the date of such meeting. Each such notice shall set forth the date, time and place of the meeting, a description of any matter on which Holders are entitled to vote and instructions for the delivery of proxies or written consents. (c) Any action that may be taken at a meeting of the Limited Partners may be taken without a meeting if a consent in writing setting forth the action so taken is signed by Limited Partners owning not less than the minimum Interests that would be necessary to authorize or take such action at a meeting in which all Limited Partners having a right to vote thereon were present and voting. Prompt notice of the taking of action without a meeting shall be given to the Limited Partners entitled to vote who have not consented in writing. The General Partner may provide that any written ballot submitted to the Limited Partners for the purpose of taking any action without a meeting shall be returned to the Partnership within a specified time. (d) Each Partner may authorize any Person to act for it by proxy on all matters as to which a Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Partner executing it. Except as otherwise provided herein, or pursuant to Section 14.3(f), all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Partnership were a Delaware corporation and the Limited Partners were stockholders of a Delaware corporation. (e) Each meeting of Partners shall be conducted by the General Partner or by such other Person that the General Partner may designate. (f) The General Partner may establish all other reasonable procedures relating to meetings of Limited Partners or the giving of written consents, in addition to those expressly provided, including notice of time, place or purpose of any meeting at which any matter is to be voted on by any Partners, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.