Common use of No Participation by or Authority of Limited Partners; Limited Rights Clause in Contracts

No Participation by or Authority of Limited Partners; Limited Rights. (a) No Limited Partner shall have the right to participate in the management or conduct of the Partnership. No Limited Partner shall transact business for the Partnership, nor shall any Limited Partner have power to sign, act for or bind the Partnership, all of such powers being vested solely and exclusively in the General Partners. Except as required by law or as expressly provided in this Section 3.7, no holder of Limited Partnership Interests shall be entitled to vote at any meeting of the Partners or for any other purpose or otherwise to participate in any action taken by the Partnership or the Partners, or to receive notice of any meeting of the Partners. When entitled to vote on a matter being submitted to holders of Partnership Interests of more than one class or series, all classes of Interests in the Partnership shall vote together as one class with each interest in the Partnership having a vote equal to the Partnership Percentage Interest related to such Interest. (b) Notwithstanding anything in this Agreement to the contrary, so long as any Class A Preferred Units are outstanding, the Partnership shall not, without the prior approval of the holders of at least a majority of the outstanding Class A Preferred Units held by Persons other than the General Partners and their respective Affiliates, (i) amend any provisions of this Agreement in any manner that (x) adversely affects the holders of the Class A Preferred Units disproportionately with respect to the rights of holders of other classes of Partnership Units or (y) alters the preferences, rights, privileges or powers of, or restrictions provided for the benefit of, the Class A Preferred Units (it being understood and agreed that this Section 3.7(b) shall not prevent the Partnership from authorizing or creating any class of Partnership Units on a parity with the Class A Preferred Units or junior to the Class A Preferred Units as to distributions or liquidations), (ii) authorize or create any class of Partnership Units with a priority as to distributions or liquidations over the Class A Preferred Units (it being understood and agreed that this Section 3.7(b) shall not prevent the Partnership from issuing any debt securities), (iii) issue any additional Class A Preferred Units or (iv) except as expressly provided herein, redeem or repurchase any Interests (other than the Interests of Class E Limited Partners which may be redeemed at any time). (c) Notwithstanding anything in this Agreement to the contrary, so long as any Class B Units are outstanding, the Partnership shall not, without the prior approval of the holders of at least a majority of such outstanding Class B Units held by Persons other than the General Partners and their respective Affiliates, amend any provisions of this Agreement in any manner that (i) adversely affects such holders of such Class B Units disproportionately with respect to the rights of holders of other classes of Partnership Units or (ii) alters the preferences, rights, privileges or powers of, or restrictions provided for the benefit of, the Class B Units (it being understood and agreed that this Section 3.7(c) shall not prevent the Partnership from authorizing or creating any class of Partnership Units, whether on a parity, junior or senior to the Class B Units as to distributions or liquidations).