Common use of Removal of the General Partner Clause in Contracts

Removal of the General Partner. 11.4.1. The Holding Fund may terminate the appointment of the General Partner for Cause by notice in writing and by Consent elect a new General Partner in place of it. Such removal of the General Partner shall be without prejudice to the right of the General Partner to an amount equal to the General Partner's Share (or drawings on account thereof) pro rata to the date of termination but for the avoidance of doubt, no compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 shall be made to the Carried Interest Partner. 11.4.2. The Holding Fund may terminate the appointment of the General Partner without Cause by notice in writing and by Consent elect a new General Partner in place of it. Such removal of the General Partner shall be without prejudice to the right of the General Partner to an amount equal to the General Partner's Share (or drawings on account thereof) pro rata to the date of termination together with a payment equal to the amount of the General Partner's Share (or drawings on account thereof) pro rata to the date which is 6 months after the date on which such removal becomes effective but for the avoidance of doubt, no further or other compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 shall be made to the Carried Interest Partner save in accordance with clause 11.4.3. 11.4.3. If the original General Partner is removed under clause 11.4.2, then: 11.4.3.1. in respect of Net Income, Net Income Losses, Capital Gains and Capital Losses of the Partnership attributable to any Investment made while the original General Partner is the General Partner of the Partnership ("original General Partner Investment"), the Carried Interest Partner shall be entitled to retain [50] per cent of the allocations to which it would have been entitled pursuant to clause 7.3 had such original General Partner not been so removed. The remaining [50] per cent to which the Carried Interest Partner would have been entitled shall be allocated to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to the Partnership, to such replacement Carried Interest Partner; and 11.4.3.2. any remaining amounts of Net Income, Net Income Losses, Capital Gains and Capital Losses of the Partnership which are not attributable to original General Partner Investments shall be allocated to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to the Partnership, to such replacement Carried Interest Partner. 11.4.4. If the original General Partner is removed under clause 11.4.1 or 11.4.2 upon such termination becoming effective: 11.4.4.1. the original General Partner shall hand over to the new General Partner and shall procure that the Manager shall hand over to the new General Partner (or any Manager appointed by the new General Partner) all papers, documents and other property belonging to the Partnership or relating to the Partnership or Investments which the original General Partner and/or the Manager has in its possession or under its control pursuant to this Agreement or the Management Agreement (provided that the original General Partner and/or the Manager may take and retain copies of any documents that it reasonably believes it is required to retain in order to comply with any applicable laws or regulations applying to it) and the Partnership shall return to the original General Partner and/or the Manager any papers, documents and other property belonging to the original General Partner or the Manager which the Partnership has in its possession or under its control; and 11.4.4.2. the original General Partner shall take all necessary steps and shall procure that the Manger shall take all necessary steps to vest in the new General Partner (or any Manager appointed by the new General Partner) for the account of the Partnership any assets previously held in the name of or to the order of the original General Partner and the Manager on behalf of the Partnership, and during any period of notice of such termination and following any such termination becoming effective, the original General Partner shall cooperate fully with the Partnership and any new (or proposed) General Partner and/or any Manager appointed by the new General Partner to effect an orderly handover of enquiries, applications in progress, the assets described in clause 11.4.4.2 and accounting information. 11.4.5. Any termination pursuant to this clause 11.4 shall be without prejudice to accrued rights and provisions of this Agreement expressed to survive such termination.

Removal of the General Partner. 11.4.1The General Partner may be removed with or without Cause. The Holding Fund If Cause exists, the General Partner may terminate be removed if such removal is approved by the appointment holders of a Two-Thirds Interest (including Limited Partner Interests held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner with Cause must also provide for Cause by notice in writing and by Consent elect the election of a new successor General Partner by the holders of a Two-Thirds Interest (including Limited Partner Interests held by the General Partner and its Affiliates). If such removal is without Cause, such removal must be approved by the holders of a Majority Interest (excluding any Limited Partner Interests held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner without Cause must also provide for the election of a successor General Partner by the holders of a Majority Interest (excluding any Limited Partner Interests held by the General Partner and its Affiliates). If it is proposed that the removal is without Cause, and an Affiliate of Denbury Resources Inc., a Delaware corporation (“Denbury”), or Denbury is the General Partner proposed to be removed and not proposed as a successor General Partner, then any such action for removal must also provide for Denbury to be granted an option immediately upon the effectiveness of the removal (the option to be exercisable for a period of 45 days following the determination of fair market value by independent appraisal in place the manner set forth below) to purchase all of itthe Partnership’s then existing right, title and interest, if any, in the Partnership’s Mississippi pipeline system, with a termination point (as of July 31, 2002) at Maryland, Louisiana, and its associated real and personal property, easements, rights of way and storage facilities, at 110% of its fair market value (as determined by independent appraisal in the manner set forth below). Such option is to contain additional terms and conditions as reasonably acceptable to Denbury and the independent directors of the General Partner. Any removal of the General Partner shall be without prejudice effective immediately following the admission of a successor General Partner, subject to the right provisions of the General Partner to an amount equal to the General Partner's Share (or drawings on account thereof) pro rata to the date of termination but for the avoidance of doubt, no compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 shall be made to the Carried Interest Partner. 11.4.2. The Holding Fund may terminate the appointment of the General Partner without Cause by notice in writing and by Consent elect a new General Partner in place of itSection ‎10.2. Such removal shall also automatically constitute the removal of the General Partner shall be without prejudice as general partner of the other Group Members of which the General Partner is a general partner. If a Person is elected as a successor General Partner in accordance with the terms of this Section ‎11.2, such Person shall, upon admission pursuant to Section ‎10.2, automatically become a successor general partner or managing member of the other Group Members of which the General Partner is a general partner. The right of the Limited Partners to remove the General Partner pursuant to this Section ‎11.2 shall not exist or be exercised unless the Partnership has received an amount equal opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner's Share (or drawings on account thereof) pro rata to the date of termination together with a payment equal to the amount of the General Partner's Share (or drawings on account thereof) pro rata to the date which is 6 months after the date on which such removal becomes effective but for the avoidance of doubt, no further or other compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 shall be made to the Carried Interest Partner save elected in accordance with clause 11.4.3. 11.4.3the terms of this Section ‎11.2 shall be subject to the provisions of Section ‎10.2. If the original Upon removal of Denbury or its Affiliate as General Partner is removed under clause 11.4.2without Cause, then: 11.4.3.1. in respect of Net Income, Net Income Losses, Capital Gains and Capital Losses the granting of the Partnership attributable option to any Investment made while Denbury as set forth above in the original sixth sentence of this Section ‎11.2 and the election of the successor General Partner that is the General Partner not Denbury or an Affiliate of the Partnership ("original General Partner Investment")Denbury, the Carried Interest Partner two independent appraisers shall be entitled promptly selected, one appraiser to retain [50] per cent of the allocations to which it would have been entitled pursuant to clause 7.3 had such original General Partner not been so removed. The remaining [50] per cent to which the Carried Interest Partner would have been entitled shall be allocated to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to the Partnership, to such replacement Carried Interest Partner; and 11.4.3.2. any remaining amounts of Net Income, Net Income Losses, Capital Gains and Capital Losses of the Partnership which are not attributable to original General Partner Investments shall be allocated to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to the Partnership, to such replacement Carried Interest Partner. 11.4.4. If the original General Partner is removed under clause 11.4.1 or 11.4.2 upon such termination becoming effective: 11.4.4.1. the original General Partner shall hand over to the new General Partner and shall procure that the Manager shall hand over to the new General Partner (or any Manager appointed selected by the new General Partner) all papers, documents and other property belonging to the Partnership or relating to the Partnership or Investments which the original General Partner and/or the Manager has in its possession or under its control pursuant to this Agreement or the Management Agreement (provided that the original General Partner and/or the Manager may take and retain copies of any documents that it reasonably believes it is required to retain in order to comply with any applicable laws or regulations applying to it) and the Partnership shall return to the original General Partner and/or the Manager any papers, documents and other property belonging to the original General Partner or the Manager which the Partnership has in its possession or under its control; and 11.4.4.2. the original General Partner shall take all necessary steps and shall procure that the Manger shall take all necessary steps to vest in the new General Partner (or any Manager appointed by the new General Partner) for the account of the Partnership any assets previously held in the name of or to the order of the original successor General Partner and the Manager on behalf other appraiser to be selected by Denbury. The fair market value of the Partnership, Mississippi pipeline system will be determined by the agreement of these two independent appraisers acting reasonably and during any period in good faith. In the event the two appraisers so selected do not reach an agreement as to the fair market value within 45 days following the selection of notice of such termination and following any such termination becoming effectivethe second appraiser, the original General Partner fair market value shall cooperate fully with be the Partnership mid-point between each of the values determined reasonably and any new (or proposed) General Partner and/or any Manager appointed in good faith by the new General Partner to effect an orderly handover of enquiries, applications in progress, the assets described in clause 11.4.4.2 and accounting informationtwo appraisers. 11.4.5. Any termination pursuant to this clause 11.4 shall be without prejudice to accrued rights and provisions of this Agreement expressed to survive such termination.

Removal of the General Partner. 11.4.1. The Holding Fund may terminate (a) Upon the appointment occurrence of an Event of Bankruptcy as to, or the dissolution of, the General Partner for Cause by notice in writing and by Consent elect a new General Partner in place of it. Such removal of Partner, the General Partner shall be without prejudice deemed to be removed; provided, however, that if the right General Partner is on the date of such occurrence a partnership, the withdrawal, dissolution, 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 to an amount equal to if the business of such General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner's Share , with or without cause. (or drawings on account thereofb) pro rata If the General Partner has been removed pursuant to this Section 7.04 and the Partnership is continued pursuant to Section 7.03 hereof, the General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the date substitute General Partner approved by a Majority in Interest of termination but for the avoidance Limited Partners in accordance with Section 7.03(b) hereof and otherwise admitted to the Partnership in accordance with Section 7.02 hereof. At the time of doubtassignment, no compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 the removed General Partner shall be made entitled to receive from the Carried Interest Partner. 11.4.2. The Holding Fund may terminate substitute General Partner the appointment fair market value of the General Partner without Cause by notice in writing and by Consent elect a new Partnership Interest of such removed General Partner in place of itas 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 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 shall be without prejudice to the right and a Majority in Interest of the General Partner to an amount equal to Limited Partners (excluding the General Partner) each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner's Share (or drawings on account thereof) pro rata to the date of termination together with a payment equal to the amount General Partnership Interest within 30 days of the General Partner's Share (or drawings on account thereof) pro rata to removal, and the date which is 6 months 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 40 days after the date on which 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 60 days after the removal of the General Partner. In such removal becomes effective but for case, the avoidance fair market value of doubt, no further or other compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 the removed General Partner's General Partnership Interest shall be made to the Carried Interest Partner save average of the two appraisals closest in accordance with clause 11.4.3value. 11.4.3. If (c) The General Partnership Interest of a removed General Partner, during the original time after default until transfer under Section 7.04(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner is removed under clause 11.4.2, then: 11.4.3.1. shall not have any rights to participate in respect of Net Income, Net Income Losses, Capital Gains the management and Capital Losses affairs of the Partnership attributable to any Investment made while the original General Partner is the General Partner of the Partnership ("original General Partner Investment")Partnership, the Carried Interest Partner and shall not be entitled to retain [50] per cent any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to which 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 clause 7.3 had Section 7.04(b). (d) All Partners shall have given and hereby do give such original General Partner not been so removed. The remaining [50] per cent to which the Carried Interest Partner would have been entitled consents, shall take such actions and shall execute such documents as shall be allocated to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to the Partnership, to such replacement Carried Interest Partner; and 11.4.3.2. any remaining amounts of Net Income, Net Income Losses, Capital Gains legally necessary and Capital Losses of the Partnership which are not attributable to original General Partner Investments shall be allocated to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to the Partnership, to such replacement Carried Interest Partner. 11.4.4. If the original General Partner is removed under clause 11.4.1 or 11.4.2 upon such termination becoming effective: 11.4.4.1. the original General Partner shall hand over to the new General Partner and shall procure that the Manager shall hand over to the new General Partner (or any Manager appointed by the new General Partner) all papers, documents and other property belonging to the Partnership or relating to the Partnership or Investments which the original General Partner and/or the Manager has in its possession or under its control pursuant to this Agreement or the Management Agreement (provided that the original General Partner and/or the Manager may take and retain copies of any documents that it reasonably believes it is required to retain in order to comply with any applicable laws or regulations applying to it) and the Partnership shall return to the original General Partner and/or the Manager any papers, documents and other property belonging to the original General Partner or the Manager which the Partnership has in its possession or under its control; and 11.4.4.2. the original General Partner shall take all necessary steps and shall procure that the Manger shall take all necessary steps to vest in the new General Partner (or any Manager appointed by the new General Partner) for the account of the Partnership any assets previously held in the name of or to the order of the original General Partner and the Manager on behalf of the Partnership, and during any period of notice of such termination and following any such termination becoming effective, the original General Partner shall cooperate fully with the Partnership and any new (or proposed) General Partner and/or any Manager appointed by the new General Partner sufficient to effect an orderly handover of enquiries, applications in progress, all the assets described in clause 11.4.4.2 and accounting information. 11.4.5. Any termination pursuant to this clause 11.4 shall be without prejudice to accrued rights and foregoing provisions of this Agreement expressed to survive such terminationSection.

Removal of the General Partner. 11.4.1. The Holding Fund may Investors may, by an Investor Consent, terminate the appointment of the General Partner for Cause by notice in writing and by Consent elect a new General Partner in place of it. Such removal of the General Partner shall be without prejudice to the right of the General Partner to an amount equal to the General Partner's Share (or drawings on account thereof) pro rata to the date of termination but for the avoidance of doubt, no compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 shall be made to the Carried Interest Partner. 11.4.2. The Holding Fund may Investors may, by an Investor Consent, terminate the appointment of the General Partner without Cause by notice in writing and by Consent elect a new General Partner in place of it. Such removal of the General Partner shall be without prejudice to the right of the General Partner to an amount equal to the General Partner's Share (or drawings on account thereof) pro rata to the date of termination together with a payment equal to the amount of the General Partner's Share (or drawings on account thereof) pro rata to the date which is 6 months after the date on which such removal becomes effective but for the avoidance of doubt, no further or other compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 shall be made to the Carried Interest Partner save in accordance with clause 11.4.3. 11.4.3. If the original General Partner is removed under clause 11.4.2, then: 11.4.3.1. in respect of Net Income, Net Income Losses, Capital Gains and Capital Losses of the Partnership attributable to any Investment made while the original General Partner is the General Partner of the Partnership ("original General Partner Investment"), the Carried Interest Partner shall be entitled to retain [50] per cent of the allocations to which it would have been entitled pursuant to clause 7.3 had such original General Partner not been so removed. The remaining [50] per cent to which the Carried Interest Partner would have been entitled shall be allocated to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to the Partnership, to such replacement Carried Interest Partner; and 11.4.3.2. any remaining amounts of Net Income, Net Income Losses, Capital Gains and Capital Losses of the Partnership which are not attributable to original General Partner Investments shall be allocated to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to the Partnership, to such replacement Carried Interest Partner. 11.4.4. If the original General Partner is removed under clause 11.4.1 or 11.4.2 upon such termination becoming effective: 11.4.4.1. the original General Partner shall hand over to the new General Partner and shall procure that the Manager shall hand over to the new General Partner (or any Manager appointed by the new General Partner) all papers, documents and other property belonging to the Partnership or relating to the Partnership or Investments which the original General Partner and/or the Manager has in its possession or under its control pursuant to this Agreement or the Management Agreement (provided that the original General Partner and/or the Manager may take and retain copies of any documents that it reasonably believes it is required to retain in order to comply with any applicable laws or regulations applying to it) and the Partnership shall return to the original General Partner and/or the Manager any papers, documents and other property belonging to the original General Partner or the Manager which the Partnership has in its possession or under its control; and 11.4.4.2. the original General Partner shall take all necessary steps and shall procure that the Manger shall take all necessary steps to vest in the new General Partner (or any Manager appointed by the new General Partner) for the account of the Partnership any assets previously held in the name of or to the order of the original General Partner and the Manager on behalf of the Partnership, and during any period of notice of such termination and following any such termination becoming effective, the original General Partner shall cooperate fully with the Partnership and any new (or proposed) General Partner and/or any Manager appointed by the new General Partner to effect an orderly handover of enquiries, applications in progress, the assets described in clause 11.4.4.2 and accounting information. 11.4.5. Any termination pursuant to this clause 11.4 shall be without prejudice to accrued rights and provisions of this Agreement expressed to survive such termination.

Removal of the General Partner. 11.4.1. The Holding Fund may terminate Subject to the appointment provisions hereof and provided that the combined Sharing Ratios of the General Partner for Cause by notice in writing and by Consent Limited Partners that elect a new General Partner in place to continue the Partnership must exceed 50%, (a) at any time prior to the termination of itSection 1 of the Voting and Shareholders Agreement among the General Partner, Jack X. Xxxxxxxxx, Xxtural Gas Partners, L.P. and Natural Gas Partners II, L.P. dated even date with this Agreement, those Limited Partners whose combined Sharing Ratios exceed 75% of the Sharing Ratios of all Limited Partners may remove the General Partner and select a new General Partner to operate and carry on the business and affairs of the Partnership and (b) at any time subsequent to the termination of Section 1 of the Voting and Shareholders Agreement, a Majority Interest of the Limited Partners may remove the General Partner and select a new General Partner to operate and carry on the business and affairs of the Partnership. Such Any such successor General Partner will be named in, and its appointment as such will be effective as of a date specified in, a notice to the General Partner from the Limited Partners exercising the right to remove the General Partner and select the successor General Partner. The removal of the General Partner shall be without prejudice effective only if and when the following conditions have been satisfied: (a) A successor General Partner shall have been selected and shall have agreed to accept the responsibilities of a General Partner and shall have made arrangements to release the removed General Partner from personal liability on all permitted Partnership indebtedness; and if the Partnership creditors will not consent to such release, the new General Partner shall indemnify, in a manner reasonably satisfactory to the right removed General Partner, the removed General Partner for such liability. (b) This Agreement and the Certificate of Limited Partnership of the Partnership shall have been duly amended to name the new General Partner. To the extent required by the laws of any jurisdiction to which the Partnership or this Agreement is subject, the Partners hereby unanimously consent to the admission of such successor General Partner and hereby appoint such successor General Partner as the agent and attorney in fact for each Partner (including without limitation the retiring General Partner) for the purpose of signing, swearing to and filing an amendment to the certificate of limited partnership of the Partnership and all other necessary or appropriate documents in connection with the substitution of such successor General Partner. (c) Either (i) a favorable ruling shall have been received by the Partnership from the Internal Revenue Service to the effect that neither the grant nor the exercise of the powers described in this Section 9.2 will adversely affect the tax status of the Partnership, or any of the Partners, or (ii) counsel for the Limited Partners shall have delivered to the Limited Partners an opinion to the same effect. The provisions of this Section 9.2 shall not be the sole remedy of the Limited Partners in the event the General Partner is removed, and in such event the Partnership and/or the Limited Partners shall have all other rights and remedies as shall be available to an amount equal them pursuant to this Agreement, at law or in equity to redress any wrong or damage, if any, arising from the event or circumstances giving rise to the General Partner's Share (or drawings on account thereof) pro rata to the date of termination but for the avoidance of doubt, no compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 shall be made to the Carried Interest Partnerremoval. 11.4.2. The Holding Fund may terminate the appointment of the General Partner without Cause by notice in writing and by Consent elect a new General Partner in place of it. Such removal of the General Partner shall be without prejudice to the right of the General Partner to an amount equal to the General Partner's Share (or drawings on account thereof) pro rata to the date of termination together with a payment equal to the amount of the General Partner's Share (or drawings on account thereof) pro rata to the date which is 6 months after the date on which such removal becomes effective but for the avoidance of doubt, no further or other compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 shall be made to the Carried Interest Partner save in accordance with clause 11.4.3. 11.4.3. If the original General Partner is removed under clause 11.4.2, then: 11.4.3.1. in respect of Net Income, Net Income Losses, Capital Gains and Capital Losses of the Partnership attributable to any Investment made while the original General Partner is the General Partner of the Partnership ("original General Partner Investment"), the Carried Interest Partner shall be entitled to retain [50] per cent of the allocations to which it would have been entitled pursuant to clause 7.3 had such original General Partner not been so removed. The remaining [50] per cent to which the Carried Interest Partner would have been entitled shall be allocated to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to the Partnership, to such replacement Carried Interest Partner; and 11.4.3.2. any remaining amounts of Net Income, Net Income Losses, Capital Gains and Capital Losses of the Partnership which are not attributable to original General Partner Investments shall be allocated to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to the Partnership, to such replacement Carried Interest Partner. 11.4.4. If the original General Partner is removed under clause 11.4.1 or 11.4.2 upon such termination becoming effective: 11.4.4.1. the original General Partner shall hand over to the new General Partner and shall procure that the Manager shall hand over to the new General Partner (or any Manager appointed by the new General Partner) all papers, documents and other property belonging to the Partnership or relating to the Partnership or Investments which the original General Partner and/or the Manager has in its possession or under its control pursuant to this Agreement or the Management Agreement (provided that the original General Partner and/or the Manager may take and retain copies of any documents that it reasonably believes it is required to retain in order to comply with any applicable laws or regulations applying to it) and the Partnership shall return to the original General Partner and/or the Manager any papers, documents and other property belonging to the original General Partner or the Manager which the Partnership has in its possession or under its control; and 11.4.4.2. the original General Partner shall take all necessary steps and shall procure that the Manger shall take all necessary steps to vest in the new General Partner (or any Manager appointed by the new General Partner) for the account of the Partnership any assets previously held in the name of or to the order of the original General Partner and the Manager on behalf of the Partnership, and during any period of notice of such termination and following any such termination becoming effective, the original General Partner shall cooperate fully with the Partnership and any new (or proposed) General Partner and/or any Manager appointed by the new General Partner to effect an orderly handover of enquiries, applications in progress, the assets described in clause 11.4.4.2 and accounting information. 11.4.5. Any termination pursuant to this clause 11.4 shall be without prejudice to accrued rights and provisions of this Agreement expressed to survive such termination.

Removal of the General Partner. 11.4.1(A) At any time (i) after the second anniversary of the final Subsequent Closing, the Limited Partners may, by Consent of 75% of the Percentage Interests of the Limited Partners, send Notice to the General Partner that effective no earlier than three months following receipt by the General Partner of such Notice and upon payment to it of an amount equal to the Investment Management Fee it would have been entitled to during the three-month period after the receipt by the General Partner of Notice, assuming for such purposes that the aggregate Net Adjusted Capital Contributions (other than those attributable to Operating Expenses) on the date of removal shall remain constant during such three-month period, it will be removed as the general partner of the Partnership, or (ii) with the Consent of a majority of the Percentage Interests of the Limited Partners, the Limited Partners may, by Notice to the General Partner effective no earlier than 15 days after receipt thereof by the General Partner, remove the General Partner as General Partner of the Partnership for Cause; provided, however, that in each case such removal shall not become effective until a successor General Partner is admitted pursuant to the provisions of Section 7.06. (B) In the event of a removal without Cause, each of the removed General Partner and the Advisory Committee shall select one Expert, and such Experts shall jointly select a third Expert, which jointly selected Expert shall determine the Fair Value of the removed General Partner’s Interest as of the effective date of removal. The Holding Fund may terminate In the appointment event of a removal for Cause, each of the removed General Partner and the Advisory Committee shall select one Expert, which Experts shall jointly determine the Fair Value of the removed General Partner’s Interest as of the effective date of removal. Furthermore, if Cause is based on the failure of the General Partner or the Limited Partner which is an Affiliate of the General Partner to make a Capital Contribution, the Fair Value of the removed General Partner’s Interest shall be determined after giving effect to the reduction of the General Partner’s Percentage Interest in the same manner as if the second paragraph of Section 4.04(C) applied to the General Partner, provided, that such reduction shall not reduce the determination of the Fair Value of the amounts distributable to the General Partner pursuant to Sections 5.02 in respect of its carried interest. If such Experts are not able to jointly determine such Fair Value, they shall jointly select a third Expert and submit their respective determinations of such Fair Value to the third Expert, and the third Expert shall select as the Fair Value of the General Partner’s Interest the Fair Value as submitted by either the General Partner’s Expert or the Advisory Committee’s Expert. When determining the Fair Value of the General Partner’s Interest as of the effective date of removal, the Experts shall take into account all Profits, Losses, gains, deductions, distributions and other credits and charges (other than fees) to which the General Partner was and would be entitled under this Agreement if all Investments of the Partnership were sold on the effective date of removal of the General Partner for their Fair Value and the proceeds were distributed on such date pursuant to this Agreement, and if the General Partner has been removed for Cause, the Expert or Experts shall determine a reasonable reserve for damages relating to the event which constituted Cause. The Fair Value and reserve for damages as determined by the Expert or Experts shall be final and conclusive on the parties. The fees and expenses of all Experts retained pursuant to this Section 7.04 shall be borne by (x) the Partnership in the event of removal without Cause and (y) by notice in writing and by Consent elect a new the removed General Partner in place the event of itremoval for Cause. (C) Promptly upon the disclosure by the Expert or Experts of the Fair Value of the removed General Partner’s Interest and the reserve for damages, if applicable, the removed General Partner shall elect, unless the General Partner has been removed for Cause, in which case a majority of the Percentage Interests of the Limited Partners shall elect, to either (i) require the Partnership to redeem for cash the removed General Partner’s Interest for its Fair Value as determined by the Expert or Experts, or (ii) convert the General Partner’s Interest to that of a special Limited Partner. Such Any such redemption or conversion and admission of a successor General Partner pursuant to Section 7.06 shall occur within 30 days of the Expert’s or Experts’ disclosure, and the Partnership shall not make any distributions to the Partners until such redemption or conversion has been completed. (D) If the General Partner has been removed and an election is made to have the Partnership redeem the removed General Partner’s Interest, a majority of the Percentage Interests of the Limited Partners may elect to defer the payment of the Fair Value required to be made to the General Partner for up to six months, measured from the date of the Expert’s or Experts’ disclosure, in which case such payment of the Fair Value shall accrue interest at a per annum rate equal to the greater of (x) 10% or (y) the Prime Rate plus two percent. No distributions shall be made to the Limited Partners until payment in full has been made to the General Partner. Notwithstanding the foregoing, distributions may be made to the Limited Partners prior to payment in full being made to the General Partner in an amount equal to the tax liability (calculated based on the applicable highest marginal federal, state and local corporate income tax rates for a corporation resident in Boston, Massachusetts and taking into account the deductibility of state and local income taxes for federal income tax purposes, notwithstanding that such Partner may be a partnership, trust or tax-exempt entity) of the Limited Partners with respect to Profits and Losses allocated to the Limited Partners hereunder from the date of removal of the General Partner until payment in full has been made to the removed General Partner, but in no event shall such distributions to the Limited Partners in the aggregate exceed 40% of the sum of the payments made to the General Partner and the distributions made to the Limited Partners. (E) If the removed General Partner’s Interest has been converted to that of a special Limited Partner, it shall be without prejudice entitled to a percentage of all future Profits, Losses, distributions and other credits and charges of the Partnership equal to the right quotient of (x) the Fair Value of the General Partner’s Interest as of the date of removal divided by (y) the amounts which would be available for distribution to all Partners as of such date as determined by the Expert using the same assumptions as were used by the Expert in determining the Fair Value of the General Partner’s Interest. (F) If the General Partner has been removed for Cause, the removed General Partner shall be required to fund a damages reserve account in an amount equal to the damages determined by the Expert or Experts. The removed General Partner shall fund such damages reserve account from (i) the proceeds from the redemption of its Interest if such Interest has been redeemed for Fair Value or (ii) future distributions received from the Partnership if it has been converted to a special Limited Partner's Share (or drawings on . Amounts held in the damages reserve account thereof) pro rata to shall be held for a period of nine months from the date of termination but for the avoidance of doubtremoval, no compensation) and upon at which time such removal becoming effective no further allocation of profits under clause 7.3 funds shall be made returned to the Carried Interest removed General Partner. 11.4.2, unless at the end of such nine-month period a lawsuit is pending against the removed General Partner relating to the matter which constituted Cause. The Holding Fund may terminate If such a lawsuit is pending at the appointment end of such period, the funds shall be held in the damages reserve account until such time as such lawsuit has been settled or a final, nonappealable judgment has been issued in connection therewith, at which time all damages determined in such action shall be paid from the damages reserve account to the Partnership and any remaining amounts in the damages reserve account will be returned to the removed General Partner. Notwithstanding the foregoing, the removed General Partner shall remain liable for all damages resulting from its breach or act or omission which constituted Cause and which exceed amounts deposited in the damages reserve account. Furthermore, if the General Partner without Cause by notice in writing and by Consent elect a new General Partner in place of it. Such removal of the General Partner was removed for Cause, it shall be without prejudice to the right of the General Partner to an amount equal to the General Partner's Share (or drawings on account thereof) pro rata to the date of termination together with a payment equal to the amount of the General Partner's Share (or drawings on account thereof) pro rata to the date which is 6 months after the date on which such removal becomes effective but for the avoidance of doubt, no further or other compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 shall be made to the Carried Interest Partner save in accordance with clause 11.4.3. 11.4.3. If the original General Partner is removed under clause 11.4.2, then: 11.4.3.1. in respect of Net Income, Net Income Losses, Capital Gains and Capital Losses of the Partnership attributable to any Investment made while the original General Partner is the General Partner of the Partnership ("original General Partner Investment"), the Carried Interest Partner shall not be entitled to retain [50] per cent vote with the Limited Partners upon any matter which requires the consent or approval of the allocations to which it would have been entitled pursuant to clause 7.3 had such original General Partner not been so removed. The remaining [50] per cent to which the Carried Interest Partner would have been entitled shall be allocated to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to the Partnership, to such replacement Carried Interest Partner; and 11.4.3.2. any remaining amounts of Net Income, Net Income Losses, Capital Gains and Capital Losses of the Partnership which are not attributable to original General Partner Investments shall be allocated to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to the Partnership, to such replacement Carried Interest Partner. 11.4.4. If the original General Partner is removed Limited Partners under clause 11.4.1 or 11.4.2 upon such termination becoming effective: 11.4.4.1. the original General Partner shall hand over to the new General Partner and shall procure that the Manager shall hand over to the new General Partner (or any Manager appointed by the new General Partner) all papers, documents and other property belonging to the Partnership or relating to the Partnership or Investments which the original General Partner and/or the Manager has in its possession or under its control pursuant to this Agreement or the Management Agreement (provided that the original General Partner and/or the Manager may take and retain copies of any documents that it reasonably believes it is required to retain in order to comply with any applicable laws or regulations applying to it) and the Partnership shall return to the original General Partner and/or the Manager any papers, documents and other property belonging to the original General Partner or the Manager which the Partnership has in its possession or under its control; and 11.4.4.2. the original General Partner shall take all necessary steps and shall procure that the Manger shall take all necessary steps to vest in the new General Partner (or any Manager appointed by the new General Partner) for the account of the Partnership any assets previously held in the name of or to the order of the original General Partner and the Manager on behalf of the Partnership, and during any period of notice of such termination and following any such termination becoming effective, the original General Partner shall cooperate fully with the Partnership and any new (or proposed) General Partner and/or any Manager appointed by the new General Partner to effect an orderly handover of enquiries, applications in progress, the assets described in clause 11.4.4.2 and accounting informationAct. 11.4.5. Any termination pursuant to this clause 11.4 shall be without prejudice to accrued rights and provisions of this Agreement expressed to survive such termination.

Removal of the General Partner. 11.4.1. The Holding Fund may terminate the appointment (a) Within of the General Partner’s reasonable determination that a Cause event has occurred, the General Partner for shall provide a notice to the Limited Partners. If at any time the General Partner receives a notice from of the Limited Partners indicating that such Limited Partners believe a Cause event has occurred (such notice to include reasonable detail identifying the Cause event) (“LP Cause Notice”), the General Partner shall review the information provided and shall notify the Limited Partners within of receipt of the LP Cause Notice whether or not the General Partner agrees that a Cause event has occurred. Upon (A) the General Partner’s determination that a Cause event has occurred that has not been cured in accordance with the provisions of the definition of Cause, (B) the receipt of an LP Cause Notice that identifies a Cause event set forth in clauses (i)-(iv) of the definition of “Cause” that has not been cured in accordance with the provisions of the definition of Cause, as determined by the General Partner, or (C) the receipt of an LP Cause Notice that identifies a Cause event set forth in clause (v) of the definition of “Cause” in respect of which a final arbitration decision as contemplated by Section 13.2(b) has been entered and that has not been cured in accordance with the provisions of the definition of Cause, as determined by the General Partner, the Commitment Period shall automatically be suspended; provided, however, that may vote to reinstate the Commitment Period. Within following notice in writing of Cause provided by the General Partner to the Limited Partners, may vote to remove and by Consent elect a new replacement for the General Partner in place of itPartner. Such Any removal of the General Partner pursuant to this Section 8.8(a) shall be without prejudice effective as of the date on which a replacement general partner (“Replacement General Partner”) is elected by and, if the Commitment Period has not already expired, shall result in the termination of the Commitment Period effective as of such date. Notwithstanding the foregoing, for the purposes of this Agreement, a Replacement General Partner may not be an Affiliate of any Limited Partner in the Partnership or the Parallel Funds. (b) At any time, an may vote to remove and elect a replacement for the right General Partner. Any removal of the General Partner pursuant to this Section 8.8(b) shall be effective as of the date on which a Replacement General Partner is elected and, if the Commitment Period has not already expired, shall result in the termination of the Commitment Period effective as of such date. (c) Within of the filing date of an amount equal indictment, if any, against by a court of competent jurisdiction for a Felony Offense relating to a Securities Business, the General Partner shall provide a notice to the Limited Partners. Within following notice provided by the General Partner to the Limited Partners that has been indicted by a court of competent jurisdiction for a Felony Offense relating to a Securities Business, may vote to remove and elect a replacement for the General Partner's Share . Any removal of the General Partner pursuant to this Section 8.8(c) shall be effective as of the date on which a Replacement General Partner is elected by and, if the Commitment Period has not already expired, shall result in the termination of the Commitment Period effective as of such date. (d) Within of the commencement of an enforcement action by either (x) the Securities and Exchange Commission (“SEC”) or drawings on account thereof(y) pro rata the Financial Conduct Authority in the United Kingdom (“FCA”), in a court of competent jurisdiction, whether civil or criminal in nature, against any (a “Regulatory Action”), the General Partner shall provide a notice to the Limited Partners. Within following notice provided by the General Partner to the Limited Partners that a Regulatory Enforcement Event has occurred, may vote to remove and elect a replacement for the General Partner. Any removal of the General Partner pursuant to this Section 8.8(d) shall be effective as of the date on which a Replacement General Partner is elected by and, if the Commitment Period has not already expired, shall result in the termination of termination the Commitment Period effective as of such date. (e) If the General Partner is removed pursuant to any of Section 8.8(a), Section 8.8(b), Section 8.8(c) or Section 8.8(d), the General Partner shall thereupon become, without any further action being required of any Person, a Special Limited Partner and shall immediately after the appointment of the new general partner, cease being the general partner of the Partnership, but for shall not thereafter be obligated to fund any Investments, Organizational Expenses, Management Fees, or Operating Expenses; provided, however, the General Partner shall remain obligated to fund such amounts in its capacity as Limited Partner and shall continue to have all rights and benefits in its capacity as a Limited Partner. For the avoidance of doubt, no compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 shall be made to the Carried Interest Partner. 11.4.2. The Holding Fund may terminate the appointment of the General Partner without Cause by notice in writing and by Consent elect a new General Partner in place of it. Such removal of the General Partner pursuant to any of Sections 8.8(a), Section 8.8(b), Section 8.8(c) or Section 8.8(d) shall not reduce the duration of the Partnership, which shall continue to be governed by Article X of this Agreement; provided, further, if the Commitment Period is terminated pursuant to any of Section 8.8(a), Section 8.8(b), Section 8.8(c) or Section 8.8(d), the Partners shall remain obligated to fund (A) payment of expenses and obligations of the Partnership, including, without prejudice limitation, amounts owing or which may become due as Management Fees and under any Credit Facility; (B) completion of investments by the Master Fund, the Partnership or any Parallel Fund in transactions as to which the Master Fund, the Partnership or any Parallel Fund is Committed to as of the suspension of the Commitment Period; provided, however, that none of the Capital Commitments may be drawn upon with respect to the right investments contemplated by this clause (B) on any date that is greater than after the termination of the Commitment Period; (C) the exercise of options, warrants, conversion rights, and similar rights with respect to investments acquired or Committed to by the Partnership as of the termination of the Commitment Period; (D) short positions and/or derivatives or foreign exchange transactions for hedging purposes; and (E) protective Follow-On Investments up to an aggregate maximum of of aggregate Capital Commitments to the Partnership and capital commitments to the Parallel Funds. If the General Partner is removed pursuant to an amount equal Section 8.8(a), such Special Limited Partner shall thereafter be entitled to receive all distributions that otherwise would have been distributable to it pursuant to this Agreement as if it had not been removed as the general partner of the Partnership; provided, however, future distributions of Carried Interest (which the General Partner is entitled to receive in its capacity as General Partner's Share (or drawings on account thereof) pro rata shall be made only with respect to Investments made prior to the date of termination together with a payment equal the election of the Replacement General Partner and shall be reduced by (the “Carried Interest Reduction”). If the General Partner is removed pursuant to Section 8.8(b), Section 8.8(c) or Section 8.8(d), such Special Limited Partner shall thereafter be entitled to receive all distributions that otherwise would have been distributable to it pursuant to this Agreement as if it had not been removed as the general partner of the Partnership. The Replacement General Partner, if any, shall be admitted to the amount Partnership as a general partner of the Partnership pursuant to this Agreement and shall (i) promptly prepare and file or cause to be filed, all documentation required under the Delaware Act, and (ii) promptly amend this Agreement without any further action, approval or vote of any Person, including any other Partner, in each case, to reflect the admission of such Replacement General Partner's Share (or drawings on account thereof) pro rata to , the date which is 6 months after withdrawal of the date on which such removal becomes effective but for removed General Partner as the general partner of the Partnership and the change of the name of the Partnership so that it does not include any of the phrases For the avoidance of doubt, no further or other compensation) the Special Limited Partner and upon such removal becoming effective no further allocation of profits under clause 7.3 its Affiliates shall continue to be made Indemnified Persons and to the Carried Interest Partner save in accordance with clause 11.4.3be entitled to indemnification hereunder pursuant to Section 8.13. 11.4.3. (f) If the original General Partner is removed under clause 11.4.2pursuant to Section 8.8(b), then: 11.4.3.1. in respect of Net Incomeit shall thereupon be entitled, Net Income Lossesas Special Limited Partner, Capital Gains and Capital Losses to select a representative to become a voting member of the Partnership attributable Advisory Committee, and upon notification thereof to the Advisory Committee such representative shall automatically become a voting member of the Advisory Committee without any Investment made while further action being required of any Person. (g) If the original General Partner is removed pursuant to Section 8.8(a), Section 5.4 shall be applied to the replaced General Partner as Special Limited Partner (and all calculations thereunder shall be made) only with respect to Investments, Organizational Expenses and Operating Expenses which were made and incurred prior to the date of the election of the Replacement General Partner; provided, further, any repayment owed pursuant to Section 5.4 which pertains to distributions of Carried Interest that were distributed to the Special Limited Partner after the election of the Replacement General Partner shall be calculated to reflect the Carried Interest Reduction. (h) If the General Partner is removed pursuant to Section 8.8(b), Section 8.8(c) or Section 8.8(d), Section 5.4 shall be applicable to the replaced General Partner as Special Limited Partner (and all calculations thereunder shall be made) only with respect to Investments, Organizational Expenses and Operating Expenses which were made and incurred prior to the date of the Partnership election of the Replacement General Partner; provided, further, any repayment obligation under Section 5.4 ("original if any) shall be limited solely to the amounts of Carried Interest actually distributed to the General Partner Investment"that exceeds the Hypothetical Carry Calculation. For purposes of this Section 8.8(h), the “Hypothetical Carry Calculation” shall mean the amount of Carried Interest Partner shall be entitled to retain [50] per cent of the allocations to which it would have been entitled pursuant to clause 7.3 had such original replaced General Partner not been so removed. The remaining [50] per cent to which the Carried Interest Partner would have been entitled shall be allocated to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to (whether or not already distributed) since the Partnership, to such replacement Carried Interest Partner; and 11.4.3.2. any remaining amounts of Net Income, Net Income Losses, Capital Gains and Capital Losses inception of the Partnership which are not attributable if the Partnership were deemed to original General Partner Investments shall be allocated wound up and dissolved and all assets of the Partnership were deemed to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to be sold on the Partnership, to such replacement Carried Interest Partner. 11.4.4. If date of the original General Partner is removed under clause 11.4.1 or 11.4.2 upon such termination becoming effective: 11.4.4.1. election of the original General Partner shall hand over to the new Replacement General Partner and shall procure that the Manager shall hand over all proceeds distributed pursuant to the new General Partner (or any Manager appointed by the new General Partner) all papers, documents and other property belonging to the Partnership or relating to the Partnership or Investments which the original General Partner and/or the Manager has in its possession or under its control pursuant to this Agreement or the Management Agreement (provided that the original General Partner and/or the Manager may take and retain copies of any documents that it reasonably believes it is required to retain in order to comply with any applicable laws or regulations applying to it) and the Partnership shall return to the original General Partner and/or the Manager any papers, documents and other property belonging to the original General Partner or the Manager which the Partnership has in its possession or under its control; and 11.4.4.2. the original General Partner shall take all necessary steps and shall procure that the Manger shall take all necessary steps to vest in the new General Partner (or any Manager appointed by the new General Partner) for the account of the Partnership any assets previously held in the name of or to the order of the original General Partner and the Manager on behalf of the Partnership, and during any period of notice of such termination and following any such termination becoming effective, the original General Partner shall cooperate fully with the Partnership and any new (or proposed) General Partner and/or any Manager appointed by the new General Partner to effect an orderly handover of enquiries, applications in progress, the assets described in clause 11.4.4.2 and accounting information. 11.4.5. Any termination pursuant to this clause 11.4 shall be without prejudice to accrued rights and provisions of this Agreement expressed to survive such terminationSection 5.3 hereof.

Removal of the General Partner. 11.4.1The General Partner may be removed with or without Cause. The Holding Fund If Cause exists the General Partner may terminate be removed if such removal is approved by the appointment holders of a Two-Thirds Interest (including Limited Partner Interests held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner with Cause must also provide for Cause by notice in writing and by Consent elect the election of a new successor General Partner by the holders of a Two-Thirds Interest (including Limited Partner Interests held by the General Partner and its Affiliates). If such removal is without Cause, such removal must be approved by the holders of a Majority Interest (excluding any Limited Partner Interests held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner without Cause must also provide for the election of a successor General Partner by the holders of a Majority Interest (excluding any Limited Partner Interests held by the General Partner and its Affiliates). If it is proposed that the removal is without Cause, and an Affiliate of Denbury Resources Inc., a Delaware corporation ("Denbury"), or Denbury is the General Partner proposed to be removed and not proposed as a successor General Partner, then any such action for removal must also provide for Denbury to be granted an option immediately upon the effectiveness of the removal (the option to be exercisable for a period of 45 days following the determination of fair market value by independent appraisal in place the manner set forth below) to purchase all of itthe Partnership's then existing right, title and interest, if any, in the Partnership's Mississippi pipeline system, with a current termination point (as of July 31, 2002) at Maryland, Louisiana, and its associated real and personal property, easements, rights of way and storage facilities, at 110% of its fair market value (as determined by independent appraisal in the manner set forth below). Such option is to contain additional terms and conditions as reasonably acceptable to Denbury and the independent directors of the General Partner. Any removal of the General Partner shall be without prejudice effective immediately following the admission of a successor General Partner, subject to the right provisions of the General Partner to an amount equal to the General Partner's Share (or drawings on account thereof) pro rata to the date of termination but for the avoidance of doubt, no compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 shall be made to the Carried Interest Partner. 11.4.2. The Holding Fund may terminate the appointment of the General Partner without Cause by notice in writing and by Consent elect a new General Partner in place of itSection 10.2. Such removal shall also automatically constitute the removal of the General Partner shall be without prejudice as general partner of the other Group Members of which the General Partner is a general partner. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member of the other Group Members of which the General Partner is a general partner. The right of the Limited Partners to remove the General Partner pursuant to this Section 11.2 shall not exist or be exercised unless the Partnership has received an amount equal opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner's Share (or drawings on account thereof) pro rata to the date of termination together with a payment equal to the amount of the General Partner's Share (or drawings on account thereof) pro rata to the date which is 6 months after the date on which such removal becomes effective but for the avoidance of doubt, no further or other compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 shall be made to the Carried Interest Partner save elected in accordance with clause 11.4.3. 11.4.3the terms of this Section 11.2 shall be subject to the provisions of Section 10.2. If the original Upon removal of Denbury or its Affiliate as General Partner is removed under clause 11.4.2without Cause, then: 11.4.3.1. in respect of Net Income, Net Income Losses, Capital Gains and Capital Losses the granting of the Partnership attributable option to any Investment made while Denbury as set forth above in the original sixth sentence of this Section 11.2 and the election of the successor General Partner that is the General Partner not Denbury or an Affiliate of the Partnership ("original General Partner Investment")Denbury, the Carried Interest Partner two independent appraisers shall be entitled promptly selected, one appraiser to retain [50] per cent of the allocations to which it would have been entitled pursuant to clause 7.3 had such original General Partner not been so removed. The remaining [50] per cent to which the Carried Interest Partner would have been entitled shall be allocated to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to the Partnership, to such replacement Carried Interest Partner; and 11.4.3.2. any remaining amounts of Net Income, Net Income Losses, Capital Gains and Capital Losses of the Partnership which are not attributable to original General Partner Investments shall be allocated to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to the Partnership, to such replacement Carried Interest Partner. 11.4.4. If the original General Partner is removed under clause 11.4.1 or 11.4.2 upon such termination becoming effective: 11.4.4.1. the original General Partner shall hand over to the new General Partner and shall procure that the Manager shall hand over to the new General Partner (or any Manager appointed selected by the new General Partner) all papers, documents and other property belonging to the Partnership or relating to the Partnership or Investments which the original General Partner and/or the Manager has in its possession or under its control pursuant to this Agreement or the Management Agreement (provided that the original General Partner and/or the Manager may take and retain copies of any documents that it reasonably believes it is required to retain in order to comply with any applicable laws or regulations applying to it) and the Partnership shall return to the original General Partner and/or the Manager any papers, documents and other property belonging to the original General Partner or the Manager which the Partnership has in its possession or under its control; and 11.4.4.2. the original General Partner shall take all necessary steps and shall procure that the Manger shall take all necessary steps to vest in the new General Partner (or any Manager appointed by the new General Partner) for the account of the Partnership any assets previously held in the name of or to the order of the original successor General Partner and the Manager on behalf other appraiser to be selected by Denbury. The fair market value of the Partnership, Mississippi pipeline system will be determined by the agreement of these two independent appraisers acting reasonably and during any period in good faith. In the event the two appraisers so selected do not reach an agreement as to the fair market value within 45 days following the selection of notice of such termination and following any such termination becoming effectivethe second appraiser, the original General Partner fair market value shall cooperate fully with be the Partnership mid-point between each of the values determined reasonably and any new (or proposed) General Partner and/or any Manager appointed in good faith by the new General Partner to effect an orderly handover of enquiries, applications in progress, the assets described in clause 11.4.4.2 and accounting informationtwo appraisers. 11.4.5. Any termination pursuant to this clause 11.4 shall be without prejudice to accrued rights and provisions of this Agreement expressed to survive such termination.

Removal of the General Partner. 11.4.110.4.1. The Holding Fund General Partner shall notify the Limited Partners immediately upon any occurrence of any Disabling Conduct of the General Partner, and the General Partner may terminate be removed by a Majority Voteof Limited Partners with respect to Class A Interests and Class B Interests respectively if, and only if, (a) the General Partner has engaged in a Disabling Conduct or (b) the Net Asset Value of the Partnership with respect to Class A Interests depreciates more than 10% of the Aggregated Commitment with respect to Class A Interests (as described in Clause 6 of Part 2) each Fiscal Year for three (3) consecutive Fiscal Years . 10.4.2. In the event the General Partner is removed as a general partner of the Partnership in accordance with the provisions of this Clause 10.4 of this Part 1, then from and Removal Date a successor general partner is elected pursuant to Clause 10.4.5 of this Part 1, the removed General Partner shall thereafter be entitled to receive all distributions that otherwise would have been distributable to it pursuant to this Agreement as if the General Partner had not been removed as the general partner of the Partnership with respect to Investments made or committed to be made by the Partnership pursuant to a binding contract on or prior to the Removal Date, and without regard to Portfolio Investments made, or fees and expenses incurred, thereafter (other than Partnership Expenses attributable to Portfolio Investments made before the Removal Date), provided, however, that the Incentive Allocations otherwise distributable to the General Partner pursuant to this Agreement shall be reduced by fifty percent (50%). Clause 13 of Part 2 with respect to Class A Interests or Clause 16 of Part 3 with respect to Class B Interests shall be applied to the General Partner (and all calculations thereunder shall be made) as though the only Investments and Partnership Expenses were those made and incurred prior to the removal of the replaced General Partner, and the replaced General Partner shall remain liable to perform the terms of this Agreement to the extent that they apply to the period prior to the Removal Date. Following the Removal Date, the appointment of the General Partner Manager shall be automatically terminated without further cost to the Partnership, provided that, the Manager shall be entitled to be reimbursed for Cause any Partnership Expenses reasonably incurred by notice in writing and by Consent elect a new General Partner in place them on behalf of it. Such removal of the Partnership prior to the Removal Date, provided further that, the General Partner shall be without prejudice entitled to receive in full any Management Fee accrued but unpaid as of the right of Removal Date. 10.4.3. In the event the General Partner to an amount equal to the General Partner's Share (or drawings on account thereof) pro rata to the date of termination but for the avoidance of doubt, no compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 shall be made to the Carried Interest Partner. 11.4.2. The Holding Fund may terminate the appointment is removed as a general partner of the General Partner without Cause by notice in writing and by Consent elect a new General Partner in place Partnership pursuant to Clause 10.4.1 of it. Such removal of this Part 1 above, the General Partner shall continue to be without prejudice entitled under Clause 7 of this Part 1 to indemnification as to claims whichrelate to the right period of time when the General Partner to an amount equal served as general partner of the Partnership. 10.4.4. upon notification to the General Partner's Share (or drawings on account thereof) pro rata to the date Registrar and filing of termination together with a payment equal to the amount of the General Partner's Share (or drawings on account thereof) pro rata to the date which is 6 months after the date on which such removal becomes effective but for the avoidance of doubt, no further or other compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 shall be made to the Carried Interest Partner save Section 10 Statement in accordance with clause 11.4.3. 11.4.3. If the original Partnership Act), such removed General Partner is removed under clause 11.4.2(i) shall remain liable only with respect to any liability, then: 11.4.3.1. loss, cost or expense (mature or unmatured, contingent or otherwise) arising out of, relating to, incidental to or by virtue of any act, transaction or event in respect of Net Income, Net Income Losses, Capital Gains and Capital Losses connection with partner of the Partnership attributable and (ii) shall not be liable with respect to any Investment made while liability, loss, cost or expense (mature or unmatured, contingent or otherwise) arising out of, relating to, incidental to or by virtue of any act transaction or event in connection with the original General Partner is operation of the business after its removal as a general partner of the Partnership. 10.4.5. After the Limited Partners have removed the General Partner pursuant to Clause 10.4.1 of the Partnership ("original General Partner Investment")this Part 1 above, the Carried Interest Partner Limited Partners may elect a successor general partner pursuant to a Majority Vote of Limited Partners with respect to Class A Interests and Class B Interests respectively. Such successor general partner shall be entitled deemed to retain [50] per cent of the allocations to which it would have been entitled pursuant to clause 7.3 had such original General Partner not been so removed. The remaining [50] per cent to which the Carried Interest Partner would have been entitled shall be allocated to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to the PartnershipPartnership immediately prior to the removal of the predecessor General Partner and upon notification to the Registrar in accordance with the Partnership Act, to such replacement Carried Interest Partner; and 11.4.3.2and shall continue the Partnership in accordance with this Agreement without termination and dissolution. any remaining amounts of Net Income, Net Income Losses, Capital Gains and Capital Losses A successor general partner shall be admitted as a general partner of the Partnership which are not attributable to original General Partner Investments shall be allocated to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to the Partnership, to such replacement Carried Interest Partner. 11.4.4. If the original General Partner is removed under clause 11.4.1 or 11.4.2 upon such termination becoming effective: 11.4.4.1. the original General Partner shall hand over to the new General Partner executing and shall procure that the Manager shall hand over to the new General Partner (or any Manager appointed by the new General Partner) all papers, documents and other property belonging to the Partnership or relating to the Partnership or Investments which the original General Partner and/or the Manager has in its possession or under its control pursuant to delivering this Agreement or a counterpart thereof and filing a Section 10 Statement with the Management Agreement (provided that the original General Partner and/or the Manager may take and retain copies of any documents that it reasonably believes it is required to retain Registrar in order to comply with any applicable laws or regulations applying to it) and the Partnership shall return to the original General Partner and/or the Manager any papers, documents and other property belonging to the original General Partner or the Manager which the Partnership has in its possession or under its control; and 11.4.4.2. the original General Partner shall take all necessary steps and shall procure that the Manger shall take all necessary steps to vest in the new General Partner (or any Manager appointed by the new General Partner) for the account of the Partnership any assets previously held in the name of or to the order of the original General Partner and the Manager on behalf of the Partnership, and during any period of notice of such termination and following any such termination becoming effective, the original General Partner shall cooperate fully accordance with the Partnership and any new (or proposed) General Partner and/or any Manager appointed by the new General Partner to effect an orderly handover of enquiries, applications in progress, the assets described in clause 11.4.4.2 and accounting informationAct. 11.4.5. Any termination pursuant to this clause 11.4 shall be without prejudice to accrued rights and provisions of this Agreement expressed to survive such termination.

Removal of the General Partner. 11.4.1. The Holding Fund Subject to the provisions hereof, Yorktown VII or Yorktown VIII may terminate the appointment of unilaterally remove the General Partner for Cause by notice in writing and by Consent elect select a new General Partner in place to operate and carry on the business and affairs of itthe Partnership. Such Any such successor General Partner will be named in, and its appointment as such will be effective as of a date specified in, a notice to the General Partner from the Limited Partner exercising the right to remove the General Partner and select the successor General Partner (the “Removal Date”). The removal of the General Partner shall be without prejudice to effective only if and when the right of the General Partner to an amount equal to the General Partner's Share following conditions have been satisfied: (or drawings on account thereofa) pro rata to the date of termination but for the avoidance of doubt, no compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 shall be made to the Carried Interest Partner. 11.4.2. The Holding Fund may terminate the appointment of the General Partner without Cause by notice in writing and by Consent elect a new General Partner in place of it. Such removal of the A successor General Partner shall be without prejudice have been selected and shall have agreed to accept the right responsibilities of a General Partner and shall have made arrangements to purchase the removed General Partner’s Partnership Interest for cash. The purchase price for the removed General Partner’s Partnership Interest shall equal the amount that the General Partner to an amount equal to the General Partner's Share (or drawings on account thereof) pro rata to the date of termination together with a payment equal to the amount of the General Partner's Share (or drawings on account thereof) pro rata to the date which is 6 months after the date on which such removal becomes effective but for the avoidance of doubt, no further or other compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 shall be made to the Carried Interest Partner save in accordance with clause 11.4.3. 11.4.3. If the original General Partner is removed under clause 11.4.2, then: 11.4.3.1. in respect of Net Income, Net Income Losses, Capital Gains and Capital Losses of the Partnership attributable to any Investment made while the original General Partner is the General Partner of the Partnership ("original General Partner Investment"), the Carried Interest Partner shall be entitled to retain [50] per cent of the allocations to which it would have been entitled pursuant to clause 7.3 had such original General Partner not been so removed. The remaining [50] per cent to which the Carried Interest Partner would have been entitled shall be allocated to any replacement receive pursuant to Section 8.2 if the Partnership had been liquidated on and as of the Removal Date and all of the Partnership’s assets had been sold on such date; provided, however, that in the event that the substitute General Partner or, if a replacement Carried Interest Partner has been admitted to and the Partnership, to such replacement Carried Interest Partner; and 11.4.3.2. any remaining amounts of Net Income, Net Income Losses, Capital Gains and Capital Losses of the Partnership which are not attributable to original removed General Partner Investments shall be allocated are unable to any replacement General Partner oragree on such purchase price, if a replacement Carried Interest Partner has been admitted to the Partnership, to such replacement Carried Interest Partner. 11.4.4. If the original General Partner is removed under clause 11.4.1 or 11.4.2 upon such termination becoming effective: 11.4.4.1. the original General Partner shall hand over have the right to have the valuation of its Partnership interest determined by a nationally recognized firm of petroleum engineers or independent investment banking firm selected by the removed General Partner and reasonably acceptable to the substitute General Partner and all costs associated with such valuation shall be borne by the Partnership. Such Person shall determine the value of the asset or assets in question in accordance with the provisions of Section 8.2, and the determination by such person shall be binding on all Partners. The new General Partner shall release the removed General Partner from personal liability on all permitted Partnership indebtedness; and if the Partnership creditors will not consent to such release, the new General Partner and shall procure that the Manager shall hand over indemnify, in a manner reasonably satisfactory to the new removed General Partner, the removed General Partner for such liability. (or any Manager appointed by b) This Agreement and the Certificate shall have been duly amended to name the new General Partner) all papers, documents and other property belonging . To the extent required by the laws of any jurisdiction to which the Partnership or relating this Agreement is subject, the Partners hereby unanimously consent to the Partnership or Investments which the original admission of such successor General Partner and/or the Manager has in its possession or under its control pursuant to this Agreement or the Management Agreement (provided that the original and hereby appoint such successor General Partner and/or as the Manager may take agent and retain copies of any documents that it reasonably believes it is required to retain attorney in order to comply with any applicable laws or regulations applying to it) and the Partnership shall return to the original General Partner and/or the Manager any papers, documents and other property belonging to the original General Partner or the Manager which the Partnership has in its possession or under its control; and 11.4.4.2. the original General Partner shall take all necessary steps and shall procure that the Manger shall take all necessary steps to vest in the new General fact for each Partner (or any Manager appointed by including without limitation the new former General Partner) for the account purpose of signing, swearing to and filing an amendment to the Certificate and all other necessary or appropriate documents in connection with the substitution of such successor General Partner. (c) The Partnership shall have received a legal opinion that (i) the exercise of the Partnership any assets previously held powers described in this Section 9.7 would not result in the name loss of or to the order limited liability of the original General any Limited Partner and (ii) the Manager on behalf of Partnership would not be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the Partnership, and during any period of notice exercise of such termination and following any such termination becoming effective, the original General Partner shall cooperate fully with the Partnership and any new (or proposed) General Partner and/or any Manager appointed by the new General Partner to effect an orderly handover of enquiries, applications in progress, the assets described in clause 11.4.4.2 and accounting informationpowers. 11.4.5. Any termination pursuant to this clause 11.4 shall be without prejudice to accrued rights and provisions of this Agreement expressed to survive such termination.

Removal of the General Partner. 11.4.1The General Partner may be removed with or without Cause. The Holding Fund If Cause exists the General Partner may terminate be removed if such removal is approved by the appointment holders of a Two-Thirds Interest (including Limited Partner Interests held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner with Cause must also provide for Cause by notice in writing and by Consent elect the election of a new successor General Partner by the holders of a Two-Thirds Interest (including Limited Partner Interests held by the General Partner and its Affiliates). If such removal is without Cause, such removal must be approved by the holders of a Majority Interest (excluding any Limited Partner Interests held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner without Cause must also provide for the election of a successor General Partner by the holders of a Majority Interest (excluding any Limited Partner Interests held by the General Partner and its Affiliates). If it is proposed that the removal is without Cause, and an Affiliate of Denbury Resources Inc., a Delaware corporation ("Denbury"), or Denbury is the General Partner proposed to be removed and not proposed as a successor General Partner, then any such action for removal must also provide for Denbury to be granted an option immediately upon the effectiveness of the removal (the option to be exercisable for a period of 45 days following the determination of fair market value by independent appraisal in place the manner set forth below) to purchase all of itthe Partnership's then existing right, title and interest, if any, in the Partnership's Mississippi pipeline system, with a termination point (as of July 31, 2002) at Maryland, Louisiana, and its associated real and personal property, easements, rights of way and storage facilities, at 110% of its fair market value (as determined by independent appraisal in the manner set forth below). Such option is to contain additional terms and conditions as reasonably acceptable to Denbury and the independent directors of the General Partner. Any removal of the General Partner shall be without prejudice effective immediately following the admission of a successor General Partner, subject to the right provisions of the General Partner to an amount equal to the General Partner's Share (or drawings on account thereof) pro rata to the date of termination but for the avoidance of doubt, no compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 shall be made to the Carried Interest Partner. 11.4.2. The Holding Fund may terminate the appointment of the General Partner without Cause by notice in writing and by Consent elect a new General Partner in place of itSection 10.2. Such removal shall also automatically constitute the removal of the General Partner shall be without prejudice as general partner of the other Group Members of which the General Partner is a general partner. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member of the other Group Members of which the General Partner is a general partner. The right of the Limited Partners to remove the General Partner pursuant to this Section 11.2 shall not exist or be exercised unless the Partnership has received an amount equal opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner's Share (or drawings on account thereof) pro rata to the date of termination together with a payment equal to the amount of the General Partner's Share (or drawings on account thereof) pro rata to the date which is 6 months after the date on which such removal becomes effective but for the avoidance of doubt, no further or other compensation) and upon such removal becoming effective no further allocation of profits under clause 7.3 shall be made to the Carried Interest Partner save elected in accordance with clause 11.4.3. 11.4.3the terms of this Section 11.2 shall be subject to the provisions of Section 10.2. If the original Upon removal of Denbury or its Affiliate as General Partner is removed under clause 11.4.2without Cause, then: 11.4.3.1. in respect of Net Income, Net Income Losses, Capital Gains and Capital Losses the granting of the Partnership attributable option to any Investment made while Denbury as set forth above in the original sixth sentence of this Section 11.2 and the election of the successor General Partner that is the General Partner not Denbury or an Affiliate of the Partnership ("original General Partner Investment")Denbury, the Carried Interest Partner two independent appraisers shall be entitled promptly selected, one appraiser to retain [50] per cent of the allocations to which it would have been entitled pursuant to clause 7.3 had such original General Partner not been so removed. The remaining [50] per cent to which the Carried Interest Partner would have been entitled shall be allocated to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to the Partnership, to such replacement Carried Interest Partner; and 11.4.3.2. any remaining amounts of Net Income, Net Income Losses, Capital Gains and Capital Losses of the Partnership which are not attributable to original General Partner Investments shall be allocated to any replacement General Partner or, if a replacement Carried Interest Partner has been admitted to the Partnership, to such replacement Carried Interest Partner. 11.4.4. If the original General Partner is removed under clause 11.4.1 or 11.4.2 upon such termination becoming effective: 11.4.4.1. the original General Partner shall hand over to the new General Partner and shall procure that the Manager shall hand over to the new General Partner (or any Manager appointed selected by the new General Partner) all papers, documents and other property belonging to the Partnership or relating to the Partnership or Investments which the original General Partner and/or the Manager has in its possession or under its control pursuant to this Agreement or the Management Agreement (provided that the original General Partner and/or the Manager may take and retain copies of any documents that it reasonably believes it is required to retain in order to comply with any applicable laws or regulations applying to it) and the Partnership shall return to the original General Partner and/or the Manager any papers, documents and other property belonging to the original General Partner or the Manager which the Partnership has in its possession or under its control; and 11.4.4.2. the original General Partner shall take all necessary steps and shall procure that the Manger shall take all necessary steps to vest in the new General Partner (or any Manager appointed by the new General Partner) for the account of the Partnership any assets previously held in the name of or to the order of the original successor General Partner and the Manager on behalf other appraiser to be selected by Denbury. The fair market value of the Partnership, Mississippi pipeline system will be determined by the agreement of these two independent appraisers acting reasonably and during any period in good faith. In the event the two appraisers so selected do not reach an agreement as to the fair market value within 45 days following the selection of notice of such termination and following any such termination becoming effectivethe second appraiser, the original General Partner fair market value shall cooperate fully with be the Partnership mid-point between each of the values determined reasonably and any new (or proposed) General Partner and/or any Manager appointed in good faith by the new General Partner to effect an orderly handover of enquiries, applications in progress, the assets described in clause 11.4.4.2 and accounting informationtwo appraisers. 11.4.5. Any termination pursuant to this clause 11.4 shall be without prejudice to accrued rights and provisions of this Agreement expressed to survive such termination.