Common use of Removal of a General Partner Clause in Contracts

Removal of a General Partner. (a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death or dissolution of, Event of Bankruptcy as to, or removal of, a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause. (b) If a General Partner has been removed pursuant to this Section 7.4 and the Partnership is continued pursuant to Section 7.3 hereof, such General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by a majority in interest of the Limited Partners in accordance with Section 7.3(b) hereof and otherwise be admitted to the Partnership in accordance with Section 7.2 hereof. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and a majority in interest of the Limited Partners within ten (IO) days following the removal of the General Partner. In the event that the parties are unable to agree upon an appraiser, the removed General Partner and a majority in interest of the Limited Partners each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner's General Partnership Interest within thirty (30) days of the General Partner's removal, and the fair market value of the removed General Partner's General Partnership Interest shall be the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than forty ( 40) days after the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner's General Partnership Interest no later than sixty (60) days after the removal of the General Partner. In such case, the fair market value of the removed General Partner's General Partnership Interest shall be the average of the two appraisals closest in value. (c) The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.4(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.4(b). (d) All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary, desirable and sufficient to effect all the foregoing provisions of this Section. 21

Removal of a General Partner. (a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death or dissolution ofdeath, dissolution, Event of Bankruptcy as to, to or removal of, of a partner in, in such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause. (b) If a General Partner has been removed pursuant to this Section 7.4 and the Partnership is continued pursuant to Section 7.3 hereof, such General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by a majority in interest of the Class A Limited Partners in accordance with Section 7.3(b) hereof and otherwise be admitted to the Partnership in accordance with Section 7.2 hereof. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and a majority in interest of the Class A Limited Partners within ten (IO) 10 days following the removal of the General Partner. In the event that the parties are unable to agree upon an appraiser, the removed General Partner and a majority in interest of the Class A Limited Partners each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner's ’s General Partnership Interest within thirty (30) 30 days of the General Partner's ’s removal, and the fair market value of the removed General Partner's ’s General Partnership Interest shall be the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than forty ( 40) 40 days after the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner's ’s General Partnership Interest no later than sixty (60) 60 days after the removal of the General Partner. In such case, the fair market value of the removed General Partner's ’s General Partnership Interest shall be the average of the two appraisals closest in value. (c) The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.4(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.4(b). (d) All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary, desirable and sufficient to effect all the foregoing provisions of this Section. 21.

Removal of a General Partner. Designation of a Successor General Partner. (a) Upon Any of the occurrence Individual General Partners may be removed either: (i) for cause by the action of an Event at least two-thirds of Bankruptcy as tothe remaining members of the Management Committee, including a majority of the remaining Independent General Partners; (ii) subject to Section 14.02, by failure to be approved and re-elected by the Limited Partners pursuant to Section 14.04; or (iii) subject to Section 14.02, with the consent of a Majority in Interest of the Limited Partners. The Managing General Partners may be removed either: (i) by a majority of the Independent General Partners; (ii) subject to Section 4.02, by failure to be approved and re-elected by the Limited Partners pursuant to Section 14.04; or (iii) subject to Section 14.02, with the consent of a Majority in Interest of the Limited Partners. The removal of a General Partner shall in no way derogate from any rights or powers of such General Partner, or the dissolution ofexercise thereof, a General Partneror the validity of any actions taken pursuant thereto, such General Partner shall be deemed prior to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death or dissolution of, Event of Bankruptcy as to, or removal of, a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without causeremoval. (b) If a General Partner has been removed pursuant Subject to this Section 7.4 the receipt of an exemptive order issued by the Securities and Exchange Commission under the Partnership is continued pursuant to Section 7.3 hereof1940 Act, such General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by a majority in interest event of the Limited removal of the Managing General Partners in accordance with Section 7.3(b) hereof and otherwise be admitted to continuation of the Partnership in accordance with Section 7.2 hereof. At this Agreement, the venture capital investments held by the Partnership in accordance with this Agreement, at the time of assignment, the removed General Partner removal shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced appraised by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon two independent appraisers, one jointly selected by the Managing General Partner Partners and a majority in interest of one by the Limited Partners within ten (IO) days following the removal of the Independent General PartnerPartners. In the event that the parties such two appraisers are unable to agree upon an appraiser, on the removed General Partner and a majority in interest of the Limited Partners each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General PartnerPartnership's General Partnership Interest within thirty (30) days venture capital investment portfolio, they shall jointly appoint a third independent appraiser whose determination shall be final and binding. The cost of the appraisal conducted by the appraiser selected by the Managing General Partner's removalPartners shall be borne jointly and severally by the Managing General Partners, and the fair market value cost of the appraisal conducted by the appraiser selected by the Independent General Partners shall be borne by the Partnership. The cost of the appraisal conducted by a third appraiser shall be borne equally by the Partnership and, jointly and severally, by the Managing General Partners. All unrealized capital gains and losses of the Partnership shall be deemed realized at that time solely for purposes of making a final allocation to the Managing General Partners. With respect to their Partnership Interests pursuant to Article 8, the Managing General Partners shall receive a final allocation of Net Profit or Net Loss equal to the Net Profit or Net Loss that they would have been allocated pursuant to Sections 8.01 and 8.02, respectively, if all unrealized capital gains and losses of the Partnership were deemed realized, an allocation of Net Profit or Net Loss was made at such time, and such time were deemed to be the end of a Taxable Period. If the Capital Accounts of the Managing General Partners have a positive balance after such allocation, the Partnership shall deliver a promissory note of the Partnership to the Managing General Partners, the principal amount of which shall be equal to the amount, if any, by which the positive amount of the Managing General Partners' Capital Accounts exceeds the amount of their Capital Contributions and which bears interest at a rate per annum equal to the lesser of the maximum amount permitted by Delaware law or 100% of the prime rate in effect at Bank of America N.T. & S.A. at the time of removal, with interest payable annually and principal payable, if at all, only from 20% of any available cash before any distributions thereof are made to the Partners pursuant to Article 9. If the Capital Accounts of the Managing General Partners have a negative balance after such allocation, the Managing General Partners shall contribute cash to the capital of the Partnership in an amount equal to the negative balance in their Capital Accounts. The Partnership Interests of the Managing General Partners shall convert to those of Limited Partners, and the Managing General Partners shall continue to receive, as Limited Partners, only those allocations of the Net Profits and Net Losses pursuant to Sections 8.01 and 8.02 and related distributions. Notwithstanding the foregoing, if the Capital Accounts of the Managing General Partners have a positive balance after such allocation and the exemptive order issued by the Securities and Exchange Commission so permits, the Independent General Partners may, in lieu of delivering the promissory note, convert the interests of the removed Managing General Partner's General Partnership Interest shall be Partners into interests of Limited Partners, with Capital Account balances equal to their positive Capital Account balances and the average of same rights to receive allocations and distributions as the two appraisals; provided, however, other Limited Partners. In the event that if such exemptive order is not granted in the higher appraisal exceeds form applied for by the lower appraisal by more than 20% of the amount of the lower appraisalPartnership, the two appraisersManaging General Partners shall not receive a final allocation of Net Profits and Net Losses and their interest shall convert to that of Limited Partners, no later than forty ( 40and the Managing General Partners shall continue to receive, as Limited Partners, only those allocations of Net Profits and Net Losses pursuant to Sections 8.01(c)(i) days after the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner's General Partnership Interest no later than sixty and (60ii) days after the removal of the General Partner. In such case, the fair market value of the removed General Partner's General Partnership Interest shall be the average of the two appraisals closest in valueand 8.02(a) and (b). (c) The Subject to Section 3.02, the remaining members of the Management Committee may designate one or more Persons to fill any vacancy existing in the number of Individual General Partnership Interest Partners fixed pursuant to Section 3.02 resulting from removal of a an Individual General Partner by the Management Committee pursuant to Section 12.03(a). Remaining members of the Management Committee may designate one or more Persons to be successors to the Managing General Partners removed by the Independent General Partner, during the time after default until transfer under Partners pursuant to Section 7.4(b12.03(a), shall be converted and each Limited Partner hereby consents to that the admission of a special Limited Partner; providedsuch successor or successors, however, no further consent being required. Any such removed successor General Partner shall hold office until the next tri-annual meeting of Partners or until his or her successor has been approved and elected. With the consent of such number of Limited Partners (but not have in any rights to participate event less than a Majority in the management and affairs Interest of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead) as are then required under DRULPA, such removed and under the laws of the other jurisdictions in which the Partnership is then formed or qualified to consent to the admission of a general partner, the Limited Partners may, subject to the provisions of Sections 3.02, 12.05, 13.01, and 14.02, at any time admit a Person to be successor to a General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until concurrently therewith being removed by the transfer is effective Limited Partners pursuant to Section 7.4(b12.03(a). (d) All Partners Any removal of a General Partner shall have given and hereby do give not affect any rights or liabilities of the removed General Partner that matured prior to such consents, shall take such actions and shall execute such documents as shall be legally necessary, desirable and sufficient to effect all the foregoing provisions of this Section. 21removal.

Removal of a General Partner. (a) Upon yy)Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death or dissolution of, Event of Bankruptcy as to, or removal of, a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause. (b) If zz)If a General Partner has been removed pursuant to this Section 7.4 and the Partnership is continued pursuant to Section 7.3 hereof, such General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by a majority in interest of the Limited Partners in accordance with Section 7.3(b) hereof and otherwise be admitted to the Partnership in accordance with Section 7.2 hereof. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and the Limited Partners holding a majority in interest of the Percentage Interest of all Limited Partners within ten (IO10) days following the removal of the General Partner. In the event that the parties are unable to agree upon an appraiser, the removed General Partner and a majority in interest of the Limited Partners each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner's ’s General Partnership Interest within thirty (30) days of the General Partner's ’s removal, and the fair market value of the removed General Partner's ’s General Partnership Interest shall be the average of the two appraisals; provided, however, that if ​ the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than forty ( (40) days after the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner's ’s General Partnership Interest no later than sixty (60) days after the removal of the General Partner. In such case, the fair market value of the removed General Partner's ’s General Partnership Interest shall be the average of the two appraisals closest in value. (c) The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.4(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.4(b). (d) All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary, desirable and sufficient to effect all the foregoing provisions of this Section. 21.

Removal of a General Partner. (a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death or dissolution ofdeath, dissolution, Event of Bankruptcy as to, to or removal of, of a partner in, in such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause. (b) If a General Partner has been removed pursuant to this Section 7.4 7.04 and the Partnership is continued pursuant to Section 7.3 7.03 hereof, such General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by a majority in interest of the Limited Partners in accordance with Section 7.3(b7.03(b) hereof and otherwise be admitted to the Partnership in accordance with Section 7.2 7.02 hereof. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and a majority in interest of the Limited Partners within ten (IO) 10 days following the removal of the General Partner. In the event that the parties are unable to agree upon an appraiser, the removed General Partner and a majority in interest of the Limited Partners each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner's General Partnership Interest within thirty (30) 30 days of the General Partner's removal, and the fair market value of the removed General Partner's General Partnership Interest shall be the average of the two appraisals; providedPROVIDED, howeverHOWEVER, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than forty ( 40) 40 days after the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner's General Partnership Interest no later than sixty (60) 60 days after the removal of the General Partner. In such case, the fair market value of the removed General Partner's General Partnership Interest shall be the average of the two appraisals closest in value. (c) The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.4(b7.04(b), shall be converted to that of a special Limited Partner; providedPROVIDED, howeverHOWEVER, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.4(b7.04(b). (d) All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary, desirable necessary and sufficient to effect all the foregoing provisions of this Section. 21.

Removal of a General Partner. Designation of a Successor General Partner. (a) Upon Any of the occurrence Individual General Partners may be removed either: (i) for cause by the action of an Event at least two-thirds of Bankruptcy as tothe remaining members of the Management Committee, including a majority of the remaining Independent General Partners; (ii) subject to Section 14.02, by failure to be approved and re-elected by the Limited Partners pursuant to Section 14.04; or (iii) subject to Section 14.02, with the consent of a Majority in Interest of the Limited Partners. The Managing General Partners may be removed either: (i) by a majority of the Independent General Partners; (ii) subject to Section 14.02, by failure to be approved and re-elected by the Limited Partners pursuant to Section 14.04; or (iii) subject to Section 14.02, with the consent of a Majority in Interest of the Limited Partners. The removal of a General Partner shall in no way derogate from any rights or powers of such General Partner, or the dissolution ofexercise thereof, a General Partneror the validity of any actions taken pursuant thereto, such General Partner shall be deemed prior to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death or dissolution of, Event of Bankruptcy as to, or removal of, a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without causeremoval. (b) If a General Partner has been removed pursuant to this Section 7.4 and In the Partnership is continued pursuant to Section 7.3 hereof, such General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by a majority in interest event of the Limited Partners in accordance with Section 7.3(b) hereof and otherwise be admitted to the Partnership in accordance with Section 7.2 hereof. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and a majority in interest of the Limited Partners within ten (IO) days following the removal of the Managing General PartnerPartners and continuation of the Partnership, the venture capital investments held by the Partnership at the time of removal shall be appraised by two independent appraisers, one jointly selected by the Managing General Partners and one by the Independent General Partners. In the event that the parties such two appraisers are unable to agree upon an appraiser, on the removed General Partner and a majority in interest of the Limited Partners each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General PartnerPartnership's General Partnership Interest within thirty (30) days venture capital investment portfolio, they shall jointly appoint a third independent appraiser whose determination shall be final and binding. The cost of the appraisal conducted by the appraiser selected by the Managing General Partner's removalPartners shall be borne jointly and severally by the Managing General Partners, and the fair market value cost of the removed appraisal conducted by the appraiser selected by the Independent General Partner's General Partnership Interest Partners shall be borne by the average Partnership. The cost of the two appraisals; providedappraisal conducted by a third appraiser shall be borne equally by the Partnership and, howeverjointly and severally, by the Managing General Partners. All unrealized capital gains and losses of the Partnership shall be deemed realized at that time solely for purposes of making a final allocation to the Managing General Partners. With respect to their Partnership Interests pursuant to Article 8, the Managing General Partners shall receive a final allocation of Net Profit or Net Loss equal to the Net Profit or Net Loss that they would have been allocated pursuant to Sections 8.01 and 8.02, respectively, if all unrealized capital gains and losses of the higher appraisal Partnership were deemed realized, an allocation of Net Profit or Net Loss was made at such time, and such time were deemed to be the end of a Taxable Period. If the Capital Accounts of the Managing General Partners have a positive balance after such allocation, the Partnership shall deliver a promissory note of the Partnership to the Managing General Partners, the principal amount of which shall be equal to the amount, if any, by which the positive amount of the Managing General Partners' Capital Accounts exceeds the lower appraisal by more than amount of their Capital Contributions and which bears interest at a rate per annum equal to 100% of the prime rate in effect at Bank of America N.T. & S.A. at the time of removal, with interest payable annually and principal payable, if at all, only from 20% of any available cash before any distributions thereof are made to the amount Partners pursuant to Article 9. If the Capital Accounts of the lower appraisalManaging General Partners have a negative balance after such allocation, the two appraisers, no later than forty ( 40) days after Managing General Partners shall contribute cash to the removal capital of the General Partner, shall select a third appraiser who shall complete Partnership in an appraisal amount equal to the negative balance in their Capital Accounts. The Partnership Interests of the fair market value Managing General Partners shall convert to those of Limited Partners, and the Managing General Partners shall continue to receive, as Limited Partners, only those allocations of the removed General Partner's General Partnership Interest no later than sixty (60) days after Net Profits and Net Losses pursuant to Sections 8.01 and 8.02 and related distributions. In the removal event that any of the General Partner. In such caseforegoing requires an exemptive order from the SEC that is not granted, the fair market value Managing General Partners shall not receive a final allocation of Net Profits and Net Losses and their interest shall convert to that of Limited Partners, and the removed Managing General Partner's General Partnership Interest Partners shall be the average continue to receive, as Limited Partners, only those allocations of the two appraisals closest in valueNet Profits and Net Losses pursuant to Sections 8.01(c)(ii) and (iii) and 8.02(a) and (b). (c) The Subject to Section 3.02, the remaining members of the Management Committee may designate one or more Persons to fill any vacancy existing in the number of Individual General Partnership Interest Partners fixed pursuant to Section 3.02 resulting from removal of a an Individual General Partner by the Management Committee pursuant to Section 12.03(a). Remaining members of the Management Committee may designate one or more Persons to be successors to the Managing General Partners removed by the Independent General Partner, during the time after default until transfer under Partners pursuant to Section 7.4(b12.03(a), shall be converted and each Limited Partner hereby consents to that the admission of a special Limited Partner; providedsuch successor or successors, however, no further consent being required. Any such removed successor General Partner shall hold office until the next tri-annual meeting of Partners or until his or her successor has been approved and elected. With the consent of such number of Limited Partners (but not have in any rights to participate event less than a Majority in the management and affairs Interest of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead) as are then required under DRULPA, such removed and under the laws of the other jurisdictions in which the Partnership is then formed or qualified, to consent to the admission of a general partner, the Limited Partners may, subject to the provisions of Sections 3.02, 12.05, 13.01, and 14.02, at any time admit a Person to be successor to a General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until concurrently therewith being removed by the transfer is effective Limited Partners pursuant to Section 7.4(b12.03(a). (d) All Partners Any removal of a General Partner shall have given and hereby do give not affect any rights or liabilities of the removed General Partner that matured prior to such consents, shall take such actions and shall execute such documents as shall be legally necessary, desirable and sufficient to effect all the foregoing provisions of this Section. 21removal.

Removal of a General Partner. (a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death or dissolution of, Event of Bankruptcy as to, or removal of, a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause. (b) If a General Partner has been removed pursuant to this Section 7.4 and the Partnership is continued pursuant to Section 7.3 hereof7.3, such General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by a majority in interest of the Limited Partners in accordance with Section 7.3(b) hereof and otherwise be admitted to the Partnership in accordance with Section 7.2 hereof7.2. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and a majority in interest of the Limited Partners holding a majority of the Percentage Interests of all Limited Partners within ten (IO) 10 days following the removal of the General Partner. In the event that If the parties are unable to agree upon an appraiser, the removed General Partner and the Limited Partners holding a majority in interest of the Percentage Interests of all Limited Partners each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner's ’s General Partnership Interest within thirty (30) 30 days of the General Partner's ’s removal, and the fair market value of the removed General Partner's ’s General Partnership Interest shall be the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than forty ( 40) days after the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner's General Partnership Interest no later than sixty (60) days after the removal of the General Partner. In such case, the fair market value of the removed General Partner's General Partnership Interest shall be the average of the two appraisals closest in value. (c) The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.4(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.4(b). (d) All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary, desirable and sufficient to effect all the foregoing provisions of this Section. 21two