Common use of Meetings of the Partners Clause in Contracts

Meetings of the Partners. A. Meetings of the Partners may be called by the General Partner at any time in its own discretion, and shall be called by the General Partner upon its receipt of a written request by Limited Partners holding twenty-five percent (25%) or more of the Partnership Interests held by Limited Partners (for this purpose, treating Common Units and Series A Preferred Units as fungible). The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners entitled to act at the meeting not less than seven (7) days nor more than sixty (60) days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote, consent or approval of Partners is permitted or required under this Agreement, such vote, consent or approval may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 14.3.B hereof. B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting with the written Consent of the Partners, or such other applicable percentage or Consent as is expressly required by this Agreement for action on the matter in question, entitled to act on such matter at such a meeting. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of the applicable percentage of Partners entitled to act at the meeting. Such consent shall be filed with the General Partner. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. C. Each Partner entitled to act at the meeting may authorize any Person or Persons to act for it by proxy on all matters in which a Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Each proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy (or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the Partnership’s receipt of written notice of such revocation from the Partner executing such proxy, unless such proxy states that it is irrevocable and is coupled with an interest. D. The General Partner may fix, in advance, a record date for determining the Partners entitled to vote at any meeting of the Partners or consent to any matter. Such date shall not be before the close of business on the day the record date is fixed and shall be not more than ninety days nor less than five days before the date on which such meeting is to be held or consent to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any action taken by the Partners without a meeting shall be the effective date of such Partner action. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. E. Each meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s stockholders and may be held at the same time as, and as part of, the meetings of the General Partner’s stockholders.

Meetings of the Partners. A. Meetings of the Partners may be called by the General Partner at any time in its own discretion, and shall be called upon the receipt by the General Partner upon its receipt of a written request by Limited Partners holding twenty-five percent (25%) or more a Majority in Interest of the Partnership Interests held by Limited Partners (for this purpose, treating Common Units and Series A Preferred Units as fungible)Partners. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners entitled to act at the meeting not less than seven (7) days nor more than sixty thirty (6030) days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote, consent vote or approval Consent of Partners is permitted or required under this Agreement, such vote, consent vote or approval Consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 14.3.B hereof. B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting with if a written consent setting forth the written Consent action so taken is signed by a majority of the Partners, Percentage Interests of the Partners (or such other applicable percentage or Consent as is expressly required by this Agreement for the action on the matter in question, entitled to act on such matter at such a meeting). Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the applicable Percentage Interests of the Partners (or such other percentage of Partners entitled to act at the meetingas is expressly required by this Agreement). Such consent shall be filed with the General Partner. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. C. Each Limited Partner entitled to act at the meeting may authorize any Person or Persons to act for it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating participat- ing at a meeting. Each Every proxy must be signed by the Limited Partner or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy (or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the Partnership’s receipt of written notice of such revocation from the Partner executing such proxy, unless such proxy states that it is irrevocable and is coupled with an interest. D. The General Partner may fix, in advance, a record date for determining the Partners entitled to vote at any meeting of the Partners or consent to any matter. Such date shall not be before the close of business on the day the record date is fixed and shall be not more than ninety days nor less than five days before the date on which such meeting is to be held or consent to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any action taken by the Partners without a meeting shall be the effective date of such Partner action. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. E. Each meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s stockholders and may be held at the same time as, and as part of, the meetings of the General Partner’s stockholders.Limited

Meetings of the Partners. A. (a) Meetings of the Partners may be called by the General Partner at any time in its own discretion, and shall be called by the General Partner upon its receipt of a written request by Limited Partners holding twenty-five percent (25%) or more of the Partnership Interests held by Limited Partners (for this purpose, treating Common Units and Series A Preferred Units as fungible)Partner. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners entitled to act at the meeting not less than seven (7) days nor more than sixty (60) 30 days prior to the date of such meeting. Partners may vote in person Person or by proxy at such meeting. Whenever the vote, vote or consent or approval of Partners is permitted or required under this the Agreement, such vote, vote or consent or approval may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 14.3.B 8.1 hereof. Except as otherwise expressly provided in the Agreement, the vote of a Majority in Interests of the Partners shall control. B. Any action required (b) For the purpose of determining the Partners entitled to vote on, or permitted to be taken at a vote at, any meeting of the Partners or any adjournment thereof, the General Partner or the Limited Partner requesting such meeting may be taken without fix, in advance, a meeting with date as the written Consent of the Partners, or record date for any such other applicable percentage or Consent as is expressly required by this Agreement for action on the matter in question, entitled to act on such matter at such a meetingdetermination. Such consent may date shall not be in one instrument or in several instruments, and shall have the same force and effect as a vote of the applicable percentage of Partners entitled to act at the more than 30 days nor less than 10 days before any such meeting. Such consent shall be filed with the General Partner. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. C. Each (c) The Limited Partner entitled to act at the meeting may authorize any Person or Persons to act for it by proxy on all matters in which a the Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Each Every proxy must be signed by the Limited Partner or its attorney-in-in- fact. No proxy shall be valid after the expiration of eleven (11) 11 months from the date thereof unless otherwise provided in the proxy (or there is receipt of a proxy authorizing a later date)proxy. Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the Partnership’s receipt of written notice of such revocation from the Partner executing such proxy, unless such proxy states that it is irrevocable and is coupled with an interest. D. The General Partner may fix, in advance, a record date for determining the Partners entitled to vote at any meeting of the Partners or consent to any matter. Such date shall not be before the close of business on the day the record date is fixed and shall be not more than ninety days nor less than five days before the date on which such meeting is to be held or consent to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any action taken by the Partners without a meeting shall be the effective date of such Partner action. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. E. (d) Each meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s stockholders and may be held at the same time as, and as part of, the meetings of the General Partner’s stockholdersdeem appropriate.

Meetings of the Partners. A. Meetings of the Partners may be called by the General Partner at any time in its own discretion, and shall be called by the General Partner upon its receipt of a written request by Limited Partners holding twenty-five percent (25%) or more of the Partnership Interests held by Limited Partners (for this purpose, treating Common Units and Series A Preferred Units as fungible)Partner. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners entitled to act at the meeting not less than seven (7) days nor more than sixty forty-five (6045) days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote, consent vote or approval Consent of Partners is permitted or required under this Agreement, such vote, consent vote or approval Consent may be given at a meeting of Partners or of only those Partners entitled to consent or may be given in accordance with the procedure prescribed in Section 14.3.B hereofbelow. B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting with if a written consent setting forth the written Consent action so taken is signed by Partners holding a majority of the Partners, Units whose Consent is required (or such other applicable percentage or Consent as is expressly required by this Agreement for the action on the matter in question, entitled to act on such matter at such a meeting). Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of Partners holding a majority of the applicable Units whose Consent is required (or such other percentage as is expressly required by this Agreement). Evidence of Partners entitled to act at the meeting. Such consent such Consent shall be filed with the General Partner. An action so taken records of the Partnership and shall be deemed to have been taken at a meeting held on the effective date when so certifiedfiled. C. Each Limited Partner entitled to act at the meeting may authorize any Person or Persons to act for it him by proxy on all matters in which a Partner he is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Each Every proxy must be signed by the Limited Partner or its his attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy (or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the Partnership’s 's receipt of written notice of such revocation from the Limited Partner executing such proxy, unless such proxy states that it is irrevocable and is coupled with an interest. D. The General Partner may fix, in advance, a record date for determining the Partners entitled to vote at any meeting of the Partners or consent to any matter. Such date shall not be before the close of business on the day the record date is fixed and shall be not more than ninety days nor less than five days before the date on which such meeting is to be held or consent to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any action taken by the Partners without a meeting shall be the effective date of such Partner action. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. E. Each meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s stockholders 's shareholders and may be held at the same time as, and as part of, the meetings of the General Partner’s stockholders's shareholders.

Meetings of the Partners. A. a. Meetings of the Partners may be called by the Managing General Partner at any time in its own discretion, and shall be called by upon the General Partner upon its receipt of a written request by Limited of Investor Partners holding twenty-five percent (25%) or more a majority of the Partnership Interests Units held by Limited Partners (for this purpose, treating Common Units and Series A Preferred Units as fungible)Investor Partners. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Investor Partners entitled to act at the meeting not less than seven ten (710) days nor more than sixty (60) days prior to the date of such meeting. Investor Partners may vote in person or by proxy at such meeting. Whenever the vote, vote or consent or approval of Investor Partners is permitted or required under this Agreement, such vote, vote or consent or approval may be given at a meeting of Partners or may be given in accordance with the procedure prescribed for soliciting a written vote described in Section 14.3.B hereof8.1. In the event the Managing General Partner elects to solicit a written vote, the Managing General Partner shall submit to the Investor Partners materials describing in detail the proposed action upon which a vote is being sought together with the Managing General Partners recommended action as to such proposed action. For purposes of obtaining a written vote, the Managing General Partner may require response within a reasonable specified time, but not less than seven (7) days, and failure to respond in such time period shall be deemed to constitute a vote against the proposal. Except as otherwise expressly provided in this Agreement (or the Texas Code), the vote (including any vote for or against a proposal by virtue of a failure to respond) of the Partners representing a Majority in Interest of the Partners shall be effective. B. Any action required b. For the purpose of determining the Partners entitled to vote on, or permitted to be taken at a vote at, any meeting of the Partners or any adjournment thereof, the Managing General Partner or the Investor Partners requesting such meeting may be taken without fix, in advance, a meeting with date as the written Consent of the Partners, or record date for any such other applicable percentage or Consent as is expressly required by this Agreement for action on the matter in question, entitled to act on such matter at such a meetingdetermination. Such consent may date shall not be in one instrument or in several instruments, and shall have the same force and effect as a vote of the applicable percentage of Partners entitled to act at the more than thirty (30) days nor less than ten (10) days before any such meeting. Such consent shall be filed with the General Partner. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. C. c. Each Investor Partner entitled to act at the meeting may authorize any Person or Persons (including the Managing General Partner) to act for it by proxy on all matters in on which a an Investor Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Each Every proxy must be signed by the Investor Partner or its his attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy (or there is receipt of a proxy authorizing a later date)proxy. Every proxy shall be revocable at the pleasure of the Investor Partner executing it. Such revocation may be effected by a writing delivered to the Partnership stating that the proxy is revoked or by a subsequent proxy executed by the Person executing the prior proxy and presented to the meeting, or as to any meeting by attendance at such revocation to be effective upon meeting and voting in person by the Partnership’s receipt Person executing the proxy. A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of such revocation from death or incapacity is received by the Partner executing such proxy, unless such proxy states that it is irrevocable and is coupled with an interestPartnership. D. The General Partner may fix, in advance, a record date for determining the Partners entitled to vote at any meeting of the Partners or consent to any matter. Such date shall not be before the close of business on the day the record date is fixed and shall be not more than ninety days nor less than five days before the date on which such meeting is to be held or consent to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any action taken by the Partners without a meeting shall be the effective date of such Partner action. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. E. d. Each meeting of Partners shall be conducted by the General Partner or such other Person as the Managing General Partner may appoint pursuant to such rules for the conduct of the meeting as the Managing General Partner or such other Person deems appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s stockholders and may be held at the same time as, and as part of, the meetings of the General Partner’s stockholdersappropriate.

Meetings of the Partners. A. Meetings of the Partners may be called by the General Partner at any time in its own discretion, and shall be called by the General Partner upon its receipt of a written request by Limited Partners holding twenty-five percent (25%) or more of the Partnership Interests held by Limited Partners (for this purpose, treating Common Units and Series A Preferred Units as fungible). The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners entitled to act at the meeting not less than seven (7) days nor more than sixty (60) days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote, consent or approval of Partners is permitted or required under this Agreement, such vote, consent or approval may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 14.3.B hereof. B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting with the written Consent of the Partners, or such other applicable percentage or Consent as is expressly required by this Agreement for action on the matter in question, entitled to act on such matter at such a meeting. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of the applicable percentage of Partners entitled to act at the meeting. Such consent shall be filed with the General Partner. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. C. Each Partner entitled to act at the meeting may authorize any Person or Persons to act for it by proxy on all matters in which a Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Each proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy (or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the Partnership’s receipt of written notice of such revocation from the Partner executing such proxy, unless such proxy states that it is irrevocable and is coupled with an interest. D. The General Partner may fix, in advance, a record date for determining the Partners entitled to vote at any meeting of the Partners or consent to any matter. Such date shall not be before the close of business on the day the record date is fixed and shall be not more than ninety days nor less than five days before the date on which such meeting is to be held or consent to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any action taken by the Partners without a meeting shall be the effective date of such Partner action. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. E. Each meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s 's stockholders and may be held at the same time as, and as part of, the meetings of the General Partner’s 's stockholders.

Meetings of the Partners. A. Meetings of the Partners may be called by the General Partner at any time in its own discretion, and shall be called upon the receipt by the General Partner upon its receipt of a written request by Limited Partners holding twenty-five percent (25%) or more a Majority in Interest of the Partnership Interests held by Limited Partners (for this purpose, treating Common Units and Series A Preferred Units as fungible)Partners. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners entitled to act at the meeting not less than seven (7) days nor more than sixty thirty (6030) days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote, consent vote or approval Consent of Partners is permitted or required under this Agreement, such vote, consent vote or approval Consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 14.3.B hereof. B. Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting with if a written consent setting forth the written Consent action so taken is signed by Partners holding a majority of the Partners, Partnership Units (or such other applicable percentage or Consent as is expressly required by this Agreement for the action on the matter in question, entitled to act on such matter at such a meeting). Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of Partners holding a majority of the applicable Partnership Units (or such other percentage of Partners entitled to act at the meetingas is expressly required by this Agreement). Such consent shall be filed with the General Partner. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. C. Each Limited Partner entitled to act at the meeting may authorize any Person or Persons to act for it him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Each Every proxy must be signed by the Limited Partner or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy (or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the Partnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy, unless such proxy states that it is irrevocable and is coupled with an interest. D. The General Partner may fix, in advance, a record date for determining the Partners entitled to vote at any meeting of the Partners or consent to any matter. Such date shall not be before the close of business on the day the record date is fixed and shall be not more than ninety days nor less than five days before the date on which such meeting is to be held or consent to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any action taken by the Partners without a meeting shall be the effective date of such Partner action. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. E. Each meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s stockholders shareholders and may be held at the same time as, and as part of, the meetings of the General Partner’s stockholdersshareholders.

Meetings of the Partners. A. (a) Meetings of the Partners may be called by the Managing General Partner at any time in its own discretion, and shall be called by upon the General Partner upon its receipt of a written request by Limited of Investor Partners holding twenty-five percent (25%) or more a majority of the Partnership Interests Units held by Limited Partners (for this purpose, treating Common Units and Series A Preferred Units as fungible)Investor Partners. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Investor Partners entitled to act at the meeting not less than seven ten (710) days nor more than sixty (60) days prior to the date of such meeting. Investor Partners may vote in person or by proxy at such meeting. Whenever the vote, vote or consent or approval of Investor Partners is permitted or required under this Agreement, such vote, vote or consent or approval may be given at a meeting of Partners or may be given in accordance with the procedure prescribed for soliciting a written vote described in Section 14.3.B hereof8.1. In the event the Managing General Partner elects to solicit a written vote, the Managing General Partner shall submit to the Investor Partners materials describing in detail the proposed action upon which a vote is being sought together with the Managing General Partners recommended action as to such proposed action. For purposes of obtaining a written vote, the Managing General Partner may require response within a reasonable specified time, but not less than seven (7) days, and failure to respond in such time period shall be deemed to constitute a vote against the proposal. Except as otherwise expressly provided in this Agreement (or the TBOC), the vote (including any vote for or against a proposal by virtue of a failure to respond) of the Partners representing a Majority in Interest of the Partners shall be effective. B. Any action required (b) For the purpose of determining the Partners entitled to vote on, or permitted to be taken at a vote at, any meeting of the Partners or any adjournment thereof, the Managing General Partner or the Investor Partners requesting such meeting may be taken without fix, in advance, a meeting with date as the written Consent of the Partners, or record date for any such other applicable percentage or Consent as is expressly required by this Agreement for action on the matter in question, entitled to act on such matter at such a meetingdetermination. Such consent may date shall not be in one instrument or in several instruments, and shall have the same force and effect as a vote of the applicable percentage of Partners entitled to act at the more than thirty (30) days nor less than ten (10) days before any such meeting. Such consent shall be filed with the General Partner. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. C. (c) Each Investor Partner entitled to act at the meeting may authorize any Person or Persons (including the Managing General Partner) to act for it by proxy on all matters in on which a an Investor Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Each Every proxy must be signed by the Investor Partner or its his attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy (or there is receipt of a proxy authorizing a later date)proxy. Every proxy shall be revocable at the pleasure of the Investor Partner executing it. Such revocation may be effected by a writing delivered to the Partnership stating that the proxy is revoked or by a subsequent proxy executed by the Person executing the prior proxy and presented to the meeting, or as to any meeting by attendance at such revocation to be effective upon meeting and voting in person by the Partnership’s receipt Person executing the proxy. A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of such revocation from death or incapacity is received by the Partner executing such proxy, unless such proxy states that it is irrevocable and is coupled with an interestPartnership. D. The General Partner may fix, in advance, a record date for determining the Partners entitled to vote at any meeting of the Partners or consent to any matter. Such date shall not be before the close of business on the day the record date is fixed and shall be not more than ninety days nor less than five days before the date on which such meeting is to be held or consent to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any action taken by the Partners without a meeting shall be the effective date of such Partner action. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. E. (d) Each meeting of Partners shall be conducted by the General Partner or such other Person as the Managing General Partner may appoint pursuant to such rules for the conduct of the meeting as the Managing General Partner or such other Person deems appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s stockholders and may be held at the same time as, and as part of, the meetings of the General Partner’s stockholdersappropriate.

Meetings of the Partners. A. (a) Meetings of the Partners may be called by the General Partner at any time in its own discretion, and shall be called by upon the General Partner upon its receipt of a written request by Limited Partners holding twenty-five percent (25%) or more of the Partnership Interests held by Limited Partners (for this purpose, treating Common Units and Series A Preferred Units as fungible)any other Partner. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners entitled to act at the meeting not less than seven (7) days Business Days nor more than sixty thirty (6030) days prior to the date of such meeting. Partners may vote in person person, by proxy or by proxy telephone at such meeting. Whenever the vote, vote or consent or approval of Partners is permitted or required under this the Agreement, such vote, vote or consent or approval may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 14.3.B 9.03 hereof. B. Any action required (b) For the purpose of determining the Partners entitled to vote on, or permitted to be taken at a vote at, any meeting of the Partners or any adjournment thereof, the General Partner or the Partner requesting such meeting may be taken without fix, in advance, a meeting with date as the written Consent of the Partners, or record date for any such other applicable percentage or Consent as is expressly required by this Agreement for action on the matter in question, entitled to act on such matter at such a meetingdetermination. Such consent may date shall not be in one instrument or in several instruments, and shall have the same force and effect as a vote of the applicable percentage of Partners entitled to act at the more than thirty (30) days nor less than ten (10) days before any such meeting. Such consent shall be filed with the General Partner. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. C. (c) Each Partner entitled to act at the meeting may authorize any Person or Persons to act for it by proxy on all matters in which a the Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Each Every proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy (or there is receipt of a proxy authorizing a later date)proxy. Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the Partnership’s receipt of written notice of such revocation from the Partner executing such proxy, unless such proxy states that it is irrevocable and is coupled with an interest. D. The General Partner may fix, in advance, a record date for determining the Partners entitled to vote at any meeting of the Partners or consent to any matter. Such date shall not be before the close of business on the day the record date is fixed and shall be not more than ninety days nor less than five days before the date on which such meeting is to be held or consent to be given. If no record date is fixed, the record date for the determination of Partners entitled to notice of or to vote at a meeting of the Partners shall be at the close of business on the day on which the notice of the meeting is sent, and the record date for any action taken by the Partners without a meeting shall be the effective date of such Partner action. When a determination of the Partners entitled to vote at any meeting of the Partners has been made as provided in this section, such determination shall apply to any adjournment thereof. E. (d) Each meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the General Partner’s stockholders and may be held at the same time as, and as part of, the meetings of the General Partner’s stockholdersappropriate.