Common use of Removal of the General Partner Clause in Contracts

Removal of the General Partner. (i) UST (A) at any time; provided that the written consent (x) of a Majority in Interest of the Private Investors is obtained or (y) set forth on Schedule A under “Removal of the General Partner” is obtained (any vote pursuant to this clause (A), a “No Fault Vote”) or (B) following (I) the occurrence of an event of Cause, (II) the occurrence of a Key Person Event (provided that the written consent of 331/3% in Interest of the Private Investors is obtained; and provided, further, that the General Partner has been given a thirty (30) calendar day grace period to cure such Key Person Event and has not cured such Key Person Event) or (III) the removal of the General Partner or an Affiliate thereof as the general partner (or similar managing fiduciary) or manager, as applicable, of any Private Vehicle or Feeder Vehicle (a “Private Vehicle Removal,” and, any removal pursuant to the foregoing clause (A) or (B), a “Removal Election”) may require the removal, effective immediately upon notice to the General Partner of such removal, of the General Partner from the Partnership and the substitution of another Person as general partner of the Partnership in lieu thereof (which successor general partner shall be approved by UST and a Majority in Interest of the Private Investors); provided that any successor to the General Partner shall be substituted prior to, or at the same time as, the removal of the General Partner. The successor general partner of the Partnership shall be deemed admitted as the general partner of the Partnership upon its execution of a counterpart to this Agreement, effective immediately prior to the removal of the replaced General Partner or contemporaneously with the removal of the replaced General Partner and is authorized to continue the Partnership without dissolution. (ii) Prior to the removal of the General Partner, UST shall, to the extent practicable, consult with the investor advisory committees and/or boards of directors, if any, of the Private Vehicles to nominate a substitute general partner for written approval by UST and a Majority in Interest of the Private Investors. (iii) From and after (A) a No Fault Vote, (B) the occurrence of any event of Cause, (C) the occurrence of any Key Person Event or (D) a Private Vehicle Removal, until the earlier to occur of (x) receipt of the prior written consent of UST or (y) the replacement of the General Partner, (I) the Partnership shall not directly or indirectly make any new Investments (other than Investments with respect to which the Partnership (or the General Partner or one or more of its Affiliates, on behalf of the Partnership)) has entered into a legally binding obligation to acquire such Investment prior to such occurrence or removal so long as such Investment is consummated within sixty (60) calendar days of such occurrence or removal), (II) the Partnership shall not directly or indirectly dispose of any Investments except to the extent the General Partner determines in good faith that a disposition is necessary to avoid a material loss to the Partnership and (III) neither the General Partner nor any of its Affiliates shall enter into any legally binding obligation on behalf of the Partnership to make an Investment. (iv) The General Partner shall cooperate with UST to obtain the written consent of the Private Investors referred to in Section 7.1(b)(i), which cooperation, in the case of Private Investors in a Private Vehicle the interests in which are not registered under the Securities Act, shall be limited to providing UST with the names and contact information of the Private Investors.

Removal of the General Partner. (ia) UST (A) at any time; provided that the written consent (x) of a Majority in Interest of the Private Investors is obtained or (y) set forth on Schedule A under “Removal of the General Partner” is obtained (any vote pursuant to this clause (A), a “No Fault Vote”) or (B) following (I) Upon the occurrence of an event Event of CauseBankruptcy as to, (II) or the dissolution of, the General Partner, the General Partner shall be deemed to be removed automatically; provided, however, that if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a Key Person Event (provided that the written consent of 331/3% partner in Interest such partnership shall be deemed not to be a dissolution of the Private Investors General Partner if the business of such General Partner is obtained; and providedcontinued by the remaining partner or partners. The Limited Partners may not remove the General Partner, further, that with or without cause. (b) If the General Partner has been given removed pursuant to this Section 6.14 and the Partnership is continued pursuant to Section 6.13 hereof, the General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by a thirty (30Majority in Interest in accordance with Section 6.13(b) calendar day grace period hereof and otherwise be admitted to cure such Key Person Event and has not cured such Key Person Event) or (III) the removal Partnership in accordance with Section 6.12 hereof. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner or an Affiliate thereof as the general partner (or similar managing fiduciary) or manager, as applicable, of reduced by any Private Vehicle or Feeder Vehicle (a “Private Vehicle Removal,” and, any removal pursuant damages caused to the foregoing clause (A) or (B), a “Removal Election”) may require the removal, effective immediately Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon notice to by the General Partner of such removal, of the General Partner from the Partnership and the substitution of another Person as general partner of the Partnership in lieu thereof (which successor general partner shall be approved by UST and a Majority in Interest of the Private Investors); provided that any successor to (excluding the General Partner shall be substituted prior to, or at the same time as, Partner) within 10 days following the removal of the General Partner. The successor general partner of In the Partnership shall be deemed admitted as event that the general partner of parties are unable to agree upon an appraiser, the Partnership upon its execution of a counterpart to this Agreement, effective immediately prior to the removal of the replaced General Partner or contemporaneously with the removal of the replaced removed General Partner and is authorized to continue a Majority in Interest each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership without dissolution. (ii) Prior to Interest within 30 days of the General Partner’s removal, and the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than 40 days after the removal of the General Partner, UST shall, to the extent practicable, consult with the investor advisory committees and/or boards of directors, if any, shall select a third appraiser who shall complete an appraisal of the Private Vehicles to nominate a substitute general partner for written approval by UST and a Majority in Interest fair market value of the Private Investors. (iii) From and removed General Partner’s General Partnership Interest no later than 60 days after (A) a No Fault Vote, (B) the occurrence of any event of Cause, (C) the occurrence of any Key Person Event or (D) a Private Vehicle Removal, until the earlier to occur of (x) receipt of the prior written consent of UST or (y) the replacement removal of the General Partner. In such case, the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals closest in value. (Ic) The General Partnership Interest of a removed General Partner, during the Partnership time after default until transfer under Section 6.14(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner shall not directly or indirectly make have any new Investments (other than Investments with respect rights to which participate in the Partnership (or the General Partner or one or more of its Affiliates, on behalf management and affairs of the Partnership)) has entered into a legally binding obligation , and shall not be entitled to acquire any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such Investment prior removed General Partner shall receive and be entitled only to such occurrence retain distributions or removal so long as such Investment is consummated within sixty (60) calendar days allocations of such occurrence or removalitems that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 6.14(b), (II) the Partnership shall not directly or indirectly dispose of any Investments except to the extent the General Partner determines in good faith that a disposition is necessary to avoid a material loss to the Partnership and (III) neither the General Partner nor any of its Affiliates shall enter into any legally binding obligation on behalf of the Partnership to make an Investment. (ivd) The General Partner All Partners shall cooperate with UST have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary and sufficient to obtain the written consent effect all of the Private Investors referred to in foregoing provisions of this Section 7.1(b)(i), which cooperation, in the case of Private Investors in a Private Vehicle the interests in which are not registered under the Securities Act, shall be limited to providing UST with the names and contact information of the Private Investors6.14.

Removal of the General Partner. (ia) UST (A) at any time; provided that the written consent (x) of a Majority in Interest of the Private Investors is obtained or (y) set forth on Schedule A under “Removal of the General Partner” is obtained (any vote pursuant to this clause (A), a “No Fault Vote”) or (B) following (I) the occurrence of an event of Cause, (II) the occurrence of a Key Person Event (provided that the written consent of 331/3% in Interest of the Private Investors is obtained; and provided, further, that the The General Partner has is deemed to have been given a thirty (30) calendar day grace period to cure such Key Person Event and has not cured such Key Person Event) or (III) the removal of the General Partner or an Affiliate thereof as the general partner (or similar managing fiduciary) or manager, as applicable, of any Private Vehicle or Feeder Vehicle (a “Private Vehicle Removal,” and, any removal pursuant to the foregoing clause (A) or (B), a “Removal Election”) may require the removal, effective immediately upon notice to the General Partner of such removal, of the General Partner from the Partnership and the substitution of another Person elected as general partner of the Partnership in lieu thereof (which successor general partner as of the filing of the Declaration and such election shall be approved by UST and a Majority in Interest deemed to have been ratified upon the effectiveness of the Private Investors); Arrangement. Except as provided that any successor to for in this Section 7.12, the General Partner shall may not be substituted prior toremoved as general partner of the Partnership. (b) Upon the passing of any resolution of the directors or shareholders of the General Partner requiring or relating to the bankruptcy, dissolution, liquidation or at winding-up or the same time as, making of any assignment for the removal benefit of creditors of the General Partner. The successor , or upon the appointment of a receiver of the assets and undertaking of the General Partner, or upon the General Partner failing to maintain its status under Section 2.5(a), the General Partner will cease to be qualified to act as the general partner under this Agreement and will be deemed to have been removed as a general partner of the Partnership shall be deemed admitted as the and a new general partner will, in these instances, be appointed by the Partners by an Ordinary Resolution of the Partnership holders of the Common Units (any such action by the holders of the Common Units to be taken with the prior approval of the Conflicts Committee) within 180 days of receipt of written notice of that event (which written notice will be provided by the General Partner promptly upon its execution the occurrence of that event) provided that the General Partner will not cease to be the General Partner until the earlier of the appointment of a counterpart to this Agreement, effective immediately prior to new general partner and the removal expiry of the replaced General Partner or contemporaneously with the removal of the replaced General Partner and is authorized to continue the Partnership without dissolution180 day period. (iic) Prior The General Partner may be removed by an Ordinary Resolution of the holders of the Common Units (any such action by the holders of the Common Units to be taken with the prior approval of the Conflicts Committee). The General Partner may not under any circumstance be removed by the holders of the Exchangeable Units. Any removal of the General Partner, UST shall, Partner under this Section 7.12(c) must also provide for the election and succession of a new general partner pursuant to an Ordinary Resolution of the holders of the Common Units. Any removal under this Section 7.12(c) will be effective immediately before the election of the successor general partner to the extent practicable, consult with the investor advisory committees and/or boards of directors, if any, of the Private Vehicles to nominate a substitute general partner for written approval by UST and a Majority in Interest of the Private InvestorsPartnership. (iii) From and after (A) a No Fault Vote, (B) the occurrence of any event of Cause, (C) the occurrence of any Key Person Event or (D) a Private Vehicle Removal, until the earlier to occur of (x) receipt of the prior written consent of UST or (y) the replacement of the General Partner, (I) the Partnership shall not directly or indirectly make any new Investments (other than Investments with respect to which the Partnership (or the General Partner or one or more of its Affiliates, on behalf of the Partnership)) has entered into a legally binding obligation to acquire such Investment prior to such occurrence or removal so long as such Investment is consummated within sixty (60) calendar days of such occurrence or removal), (II) the Partnership shall not directly or indirectly dispose of any Investments except to the extent the General Partner determines in good faith that a disposition is necessary to avoid a material loss to the Partnership and (III) neither the General Partner nor any of its Affiliates shall enter into any legally binding obligation on behalf of the Partnership to make an Investment. (iv) The General Partner shall cooperate with UST to obtain the written consent of the Private Investors referred to in Section 7.1(b)(i), which cooperation, in the case of Private Investors in a Private Vehicle the interests in which are not registered under the Securities Act, shall be limited to providing UST with the names and contact information of the Private Investors.

Removal of the General Partner. The Partners shall have the right to remove the General Partner as provided in this Section 4.13. (a) At any time, a majority of the Board Members appointed by the Preferred Partners may, by Notice to the General Partner, remove the General Partner for Cause (which Notice shall specify the alleged event of Cause). In connection with a removal for Cause under this Section 4.13, the Asset Management Agreement shall, pursuant to its terms, be immediately and automatically terminated concurrently with the effectiveness of such removal hereunder. Upon the exercise of such removal right, (i) UST the General Partner shall cease to have the powers and authorities granted to it as a general partner under this Agreement and (Aii) at the Board (as adjusted pursuant to Section 4.3(b)) shall have the power and authority to propose and unilaterally approve all actions which would otherwise constitute Major Decisions without the necessity for obtaining any time; provided that the written consent (x) of a Majority in Interest or approval of the Private Investors is obtained former General Partner or (y) set forth on Schedule A under “Removal any Affiliate of the General Partner” is obtained Partner (any vote pursuant to this clause (Aor its Board Members), including hiring a “No Fault Vote”replacement to serve as the General Partner. The foregoing notwithstanding, the former General Partner shall continue to have all other obligations and rights of a Partner hereunder, including the obligation to fund any required capital calls, and nothing contained in this Section 4.13 shall relieve the former General Partner from any liabilities of, or obligations to, the Partnership or any creditor thereof, or to any Partner, in each case, incurred or arising on or prior to the effective date of the removal of the former General Partner, and the former General Partner shall remain liable for the same until the expiration of the applicable statute of limitations. (b) or (B) following (I) In the occurrence of an event of Cause, (II) the occurrence of a Key Person Event (provided that the written consent of 331/3% in Interest of the Private Investors is obtained; and provided, further, that the General Partner has been given a thirty (30) calendar day grace period to cure such Key Person Event and has not cured such Key Person Event) or (III) the removal of the General Partner or an Affiliate thereof as the general partner (or similar managing fiduciary) or manager, as applicable, of any Private Vehicle or Feeder Vehicle (a “Private Vehicle Removal,” and, any removal pursuant to this Section 4.13, the foregoing clause distributions to be made to the Common Partners under Section 3.5 shall be reduced by twenty-five percent (A) or (B25%), and any distributions to which the Common Partners remain entitled to under this Agreement shall be subject to being held by the Partnership as a “Removal Election”) may require reasonable reserve for damages finally adjudicated against the removal, effective immediately upon notice Partnership and/or the other Partners to the extent caused by the former General Partner of such removal, Partner. (c) Upon removal of the General Partner from the Partnership and the substitution of another Person as general partner of the Partnership in lieu thereof (which successor general partner shall be approved by UST and a Majority in Interest of the Private Investors); provided that any successor pursuant to the General Partner shall be substituted prior to, or at the same time asthis Section 4.13, the removal of the General Partner. The successor general partner of the Partnership shall be deemed admitted as the general partner of the Partnership upon its execution of a counterpart to this Agreement, effective immediately prior to the removal of the replaced General Partner or contemporaneously with the removal of the replaced removed General Partner and is authorized to continue the Partnership without dissolution. (ii) Prior to the removal of the General Partner, UST shall, to the extent practicable, consult with the investor advisory committees and/or boards of directors, if any, of the Private Vehicles to nominate a substitute general partner for written approval by UST and a Majority in Interest of the Private Investors. (iii) From and after (A) a No Fault Vote, (B) the occurrence of any event of Cause, (C) the occurrence of any Key Person Event or (D) a Private Vehicle Removal, until the earlier to occur of (x) receipt of the prior written consent of UST or (y) the replacement of the General Partner, (I) the Partnership shall not directly or indirectly make any new Investments (other than Investments with respect to which the Partnership (or the General Partner or one or more of its Affiliates, on behalf of the Partnership)) has entered into a legally binding obligation to acquire such Investment prior to such occurrence or removal so long as such Investment is consummated within sixty (60) calendar days of such occurrence or removal), (II) the Partnership shall not directly or indirectly dispose of any Investments except to the extent the General Partner determines in good faith that a disposition is necessary to avoid a material loss to the Partnership and (III) neither the General Partner nor any of its Affiliates shall enter into cause all its appointees to the Subsidiary REIT Board and any legally binding obligation on behalf other Subsidiary of the Partnership to make an Investmentresign. (iv) The General Partner shall cooperate with UST to obtain the written consent of the Private Investors referred to in Section 7.1(b)(i), which cooperation, in the case of Private Investors in a Private Vehicle the interests in which are not registered under the Securities Act, shall be limited to providing UST with the names and contact information of the Private Investors.

Removal of the General Partner. (ia) UST The Required Limited Partners (A) at other than any time; provided Defaulting Limited Partner and any Limited Partner that the written consent (x) of a Majority in Interest of the Private Investors is obtained or (y) set forth on Schedule A under “Removal an Affiliate of the General Partner” ) may remove the General Partner if a final order of a court of competent jurisdiction has been entered determining that a Cause Event has occurred and is obtained (any vote continuing by delivering written notice to the General Partner of their election pursuant to this clause (ASection 2.11(a), a “No Fault Vote”) or (B) following (I) the occurrence of an event of Cause, (II) the occurrence of a Key Person Event (provided that the written consent of 331/3% in Interest of the Private Investors is obtained; and provided, further, that the . The General Partner has been given a thirty (30) calendar day grace period shall notify the Limited Partners of any removal notice it receives pursuant to cure such Key Person Event and has not cured such Key Person Event) or (III) this Section 2.11(a). In connection with the removal of the General Partner pursuant to this Section 2.11(a), the Required Limited Partners (other than any Defaulting Limited Partner or Limited Partner that is an Affiliate thereof as the general partner (or similar managing fiduciary) or manager, as applicable, of any Private Vehicle or Feeder Vehicle (a “Private Vehicle Removal,” and, any removal pursuant to the foregoing clause (A) or (B), a “Removal Election”) may require the removal, effective immediately upon notice to the General Partner of such removal, of the General Partner from Partner) shall appoint a replacement general partner of the Partnership and the substitution of another Person Partnership. Such replacement general partner shall be admitted as a general partner of the Partnership in lieu thereof (which successor general partner shall be approved by UST and a Majority in Interest of the Private Investors); provided that any successor prior to the General Partner shall be substituted prior to, or at the same time as, effective date of the removal of the General Partner. The successor general partner of the Partnership shall be deemed admitted as the general partner of the Partnership Partner upon its execution of a counterpart to this Agreement, effective immediately prior to the removal of the replaced General Partner or contemporaneously with the removal of the replaced General Partner Agreement and is authorized to shall continue the Partnership without dissolution. ******************************************* *********** ****************************. (iib) Prior In the event that the General Partner is removed pursuant to Section 2.11(a), the removed General Partner shall cease to have any rights, powers, obligations or duties provided to it under this Agreement (except for its rights, powers, obligations and duties under Article 8) and under applicable law after the effective date of such removal. In connection with the removal of the General Partner, UST shall, the Limited Partners shall have the right to the extent practicable, consult with the investor advisory committees and/or boards of directors, if any, of the Private Vehicles to nominate a substitute general partner for written approval by UST and a Majority in Interest of the Private Investors. (iii) From and after either (A) purchase the partnership interest of the General Partner at a No Fault Voteprice equal to *************** *********** of the General Partner as of the effective date of such removal, such *********************** ************* ************* ******** ***************, and from and after the effective date of its removal as the General Partner and following the admission of the replacement general partner as described above, the General Partner shall no longer be a Partner in the Partnership, or (B) following the occurrence of any event of Cause, (C) the occurrence of any Key Person Event or (D) a Private Vehicle Removal, until the earlier to occur of (x) receipt admission of the prior replacement general partner as described above, convert the General Partner’s interest in the Partnership into a limited partner interest in the Partnership with a Capital Account equal to the value set forth in clause (A) above. It is understood that the unanimous written consent of UST or (y) the replacement Partners is required in the event the purchase of the partnership interest of the General Partner causes a relative substitution among the Limited Partners. It is moreover understood that the unanimous written consent of the Partners is required in respect of the conversion of the general partner’s interest into a limited partner interest and the admission of the general partner as a Limited Partner. It shall be a condition to any purchase of the General Partner’s interest that the entire interest of the general partner under the TRS CV Agreement shall have been simultaneously purchased under the Corresponding Provision. Any amount paid to the General Partner pursuant to clause (A) above shall be paid in cash. In the event the General Partner’s interest is converted into a limited partner interest, (I) the Partnership General Partner shall not directly or indirectly make any new Investments (other than Investments be treated for all purposes as a Limited Partner from the date of conversion with respect to which the Partnership (or the General Partner or one or more of its Affiliates, on behalf of the Partnership)) has entered into a legally binding obligation to acquire such Investment prior to such occurrence or removal so long as such Investment is consummated within sixty (60) calendar days of such occurrence or removal), (II) the Partnership shall not directly or indirectly dispose of any Investments except to the extent the General Partner determines in good faith that a disposition is necessary to avoid a material loss to future distributions made by the Partnership and (III) neither all other rights to which the General Partner nor any of its Affiliates shall enter into any legally binding obligation on behalf of the Partnership to make an InvestmentLimited Partners are entitled under this Agreement. (iv) The General Partner shall cooperate with UST to obtain the written consent of the Private Investors referred to in Section 7.1(b)(i), which cooperation, in the case of Private Investors in a Private Vehicle the interests in which are not registered under the Securities Act, shall be limited to providing UST with the names and contact information of the Private Investors.

Removal of the General Partner. (ia) UST (A) at any time; Except as provided that for in this Section 6.13, the written consent (x) of General Partner may not be removed as a Majority in Interest general partner of the Private Investors is obtained Partnership. (b) Upon the passing of any resolution of the directors or (y) set forth on Schedule A under “Removal shareholders of the General Partner requiring or relating to the bankruptcy, dissolution, liquidation or winding-up or the making of any assignment for the benefit of creditors of the General Partner” is obtained (any vote pursuant to this clause (A), a “No Fault Vote”) or (B) following (I) upon the occurrence of an event of Cause, (II) the occurrence appointment of a Key Person Event (provided that the written consent of 331/3% in Interest receiver of the Private Investors is obtained; assets and provided, further, that the General Partner has been given a thirty (30) calendar day grace period to cure such Key Person Event and has not cured such Key Person Event) or (III) the removal undertaking of the General Partner where such appointment is not revoked or an Affiliate thereof withdrawn within 15 days of the appointment, or upon the General Partner failing to maintain its status under Subsections 2.9(a) and 2.9(g), the General Partner will cease to be qualified to act as the a general partner (or similar managing fiduciary) or managerunder this Agreement and will be deemed to have been removed as a general partner of the Partnership and, as applicableif such removal would result in the Partnership having no General Partner, of any Private Vehicle or Feeder Vehicle a new General Partner (a “Private Vehicle Removal,” and, any removal pursuant to the foregoing clause (A) or (B), a “Removal ElectionNew General Partner”) may require will be appointed by the removal, effective immediately upon Limited Partners by a Special Resolution within 180 days of receipt of written notice to of that event (which written notice will be provided by the General Partner promptly upon the occurrence of such removal, of that event) provided that the successor General Partner must have the same ownership and governance structure as the General Partner from the Partnership and the substitution of another Person agrees to act as general partner of the Partnership in lieu thereof and the General Partner will not cease to be the General Partner until the earlier of the appointment of a successor General Partner and the expiry of the 180 day period. (c) The General Partner may also be removed if the General Partner has committed a material breach of this Agreement which breach has continued for 30 days after notice of such breach, and as long as the removal is approved by a Special Resolution pursuant to Subsection 8.16(a) and another General Partner exists at the time of such removal or a successor general partner shall be approved by UST and a Majority in Interest of the Private Investors); provided that any successor agrees to the act as General Partner shall be substituted prior to, or at the same time as, the Partner. Any removal of the General PartnerPartner by the Limited Partners under this Subsection 6.13(c) that would result in the Partnership having no general partner must also provide for the election and admission of a New General Partner approved by a Special Resolution. The Any removal under this Subsection 6.13(c) will be effective immediately upon such removal, where another General Partner exists, or concurrently with the election and admission of the successor general partner of to the Partnership, where such removal would result in the Partnership shall be deemed admitted as the having no general partner of the Partnership upon its execution of a counterpart to this Agreement, effective immediately prior to the removal of the replaced General Partner or contemporaneously with the removal of the replaced General Partner and is authorized to continue the Partnership without dissolutionpartner. (ii) Prior to the removal of the General Partner, UST shall, to the extent practicable, consult with the investor advisory committees and/or boards of directors, if any, of the Private Vehicles to nominate a substitute general partner for written approval by UST and a Majority in Interest of the Private Investors. (iii) From and after (A) a No Fault Vote, (B) the occurrence of any event of Cause, (C) the occurrence of any Key Person Event or (D) a Private Vehicle Removal, until the earlier to occur of (x) receipt of the prior written consent of UST or (y) the replacement of the General Partner, (I) the Partnership shall not directly or indirectly make any new Investments (other than Investments with respect to which the Partnership (or the General Partner or one or more of its Affiliates, on behalf of the Partnership)) has entered into a legally binding obligation to acquire such Investment prior to such occurrence or removal so long as such Investment is consummated within sixty (60) calendar days of such occurrence or removal), (II) the Partnership shall not directly or indirectly dispose of any Investments except to the extent the General Partner determines in good faith that a disposition is necessary to avoid a material loss to the Partnership and (III) neither the General Partner nor any of its Affiliates shall enter into any legally binding obligation on behalf of the Partnership to make an Investment. (iv) The General Partner shall cooperate with UST to obtain the written consent of the Private Investors referred to in Section 7.1(b)(i), which cooperation, in the case of Private Investors in a Private Vehicle the interests in which are not registered under the Securities Act, shall be limited to providing UST with the names and contact information of the Private Investors.

Removal of the General Partner. (i) UST (A) at any time; provided that the written consent (x) of a Majority in Interest The Required Percentage of the Private Investors is obtained or (y) set forth on Schedule Class A under “Removal of the General Partner” is obtained (any vote pursuant to this clause (A), a “No Fault Vote”) or (B) following (I) the occurrence of an event of Cause, (II) the occurrence of a Key Person Event (provided that the written consent of 331/3% in Interest of the Private Investors is obtained; and provided, further, that Limited Partners may remove the General Partner has been given and select a thirty (30) calendar day grace period new General Partner to cure operate and carry on the business and affairs of the Partnership. Any such Key Person Event successor General Partner will be named in, and has not cured its appointment as such Key Person Event) or (III) 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 or an Affiliate thereof as shall be effective only if and when the general partner following conditions have been satisfied: (or similar managing fiduciarya) or manager, as applicable, of any Private Vehicle or Feeder Vehicle (a “Private Vehicle Removal,” and, any removal pursuant to the foregoing clause (A) or (B), a “Removal Election”) may require the removal, effective immediately upon notice to the A successor General Partner shall have been selected and shall have agreed to accept the responsibilities of such removal, 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 and creditors will not consent to such release, the substitution of another Person as general partner of the Partnership in lieu thereof (which successor general partner shall be approved by UST and a Majority in Interest of the Private Investors); provided that any successor to the new General Partner shall be substituted prior toindemnify, or at in a manner reasonably satisfactory to the same time asremoved General Partner, the removal removed General Partner for such liability. (b) This Agreement and the Certificate of the General Partner. The successor general partner Limited Partnership of the Partnership shall be deemed admitted as have been duly amended to name the general partner of the Partnership upon its execution of a counterpart to this Agreement, effective immediately prior to the removal of the replaced General Partner or contemporaneously with the removal of the replaced General Partner and is authorized to continue the Partnership without dissolution. (ii) Prior to the removal of the new General Partner, UST shall, to . To the extent practicable, consult with required by the investor advisory committees and/or boards of directors, if any, of the Private Vehicles to nominate a substitute general partner for written approval by UST and a Majority in Interest of the Private Investors. (iii) From and after (A) a No Fault Vote, (B) the occurrence laws of any event of Cause, (C) the occurrence of any Key Person Event or (D) a Private Vehicle Removal, until the earlier to occur of (x) receipt of the prior written consent of UST or (y) the replacement of the General Partner, (I) the Partnership shall not directly or indirectly make any new Investments (other than Investments with respect jurisdiction to which the Partnership (or this Agreement is subject, the Partners hereby unanimously consent to the admission of such successor General Partner or one or more 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 its Affiliatessigning, on behalf of the Partnership)) has entered into a legally binding obligation swearing to acquire such Investment prior to such occurrence or removal so long as such Investment is consummated within sixty (60) calendar days of such occurrence or removal), (II) the Partnership shall not directly or indirectly dispose of any Investments except and filing an amendment to the extent the General Partner determines in good faith that a disposition is necessary to avoid a material loss to Certificate of Limited Partnership of the Partnership and all other necessary or appropriate documents in connection with the substitution of such successor General Partner. (IIIc) Either (i) a favorable ruling shall have been received by the Partnership from the Internal Revenue Service to the effect that neither the General Partner grant nor any the exercise of its Affiliates shall enter into any legally binding obligation on behalf the powers described in this Section 9.5 will materially adversely affect the tax status of the Partnership to make an Investment. (iv) The General Partner shall cooperate with UST to obtain the written consent or any of the Private Investors referred Partners, or (ii) counsel for the Limited Partners shall have delivered to in Section 7.1(b)(i), which cooperation, in the case of Private Investors in a Private Vehicle Limited Partners an opinion to the interests in which are not registered under the Securities Act, shall be limited to providing UST with the names and contact information of the Private Investorssame effect.

Removal of the General Partner. (ia) UST (A) at At any time; provided that the written consent (x) of a Majority in Interest of the Private Investors is obtained or (y) set forth on Schedule A under “Removal of the General Partner” is obtained (any vote pursuant to this clause (A), a “No Fault Vote”) or (B) following (I) the occurrence of an event of Cause, (II) the occurrence of a Key Person Event (provided that the written consent of 331/3% in Interest of the Private Investors is obtained; and provided, further, that time after the General Partner has been given a thirty (30) calendar day grace period ceases to cure such Key Person Event and has not cured such Key Person Event) be an Affiliate of the GP Company or (III) the removal of Management Principal, the General Partner or an Affiliate thereof as the general partner (or similar managing fiduciary) or manager, as applicable, of any Private Vehicle or Feeder Vehicle (a “Private Vehicle Removal,” and, any removal pursuant to the foregoing clause (A) or (B), a “Removal Election”) may require the removal, effective immediately upon notice to the General Partner of such removal, of the General Partner from the Partnership and the substitution of another Person as general partner of the Partnership in lieu thereof (which successor general partner shall be approved by UST and a Majority in Interest of the Private Investors); provided that any successor to the General Partner shall be substituted prior to, or at the same time as, the removal of the General Partner. The successor general partner of the Partnership shall be deemed admitted as the general partner of the Partnership upon its execution of a counterpart to this Agreement, effective immediately prior to the removal of the replaced General Partner or contemporaneously removed with the removal of the replaced General Partner and is authorized to continue the Partnership without dissolution. (ii) Prior to the removal of the General Partner, UST shall, to the extent practicable, consult with the investor advisory committees and/or boards of directors, if any, of the Private Vehicles to nominate a substitute general partner for written approval by UST and a Majority in Interest of the Private Investors. (iii) From and after (A) a No Fault Vote, (B) the occurrence of any event of Cause, (C) the occurrence of any Key Person Event or (D) a Private Vehicle Removal, until the earlier to occur of (x) receipt of the prior written consent of UST or (y) the replacement of the General Partner, (I) the Partnership shall not directly or indirectly make any new Investments (other than Investments with respect to which the Partnership (or the General Partner or one or more of its Affiliates, on behalf of the Partnership)) has entered into a legally binding obligation to acquire such Investment prior to such occurrence or removal so long as such Investment is consummated within sixty (60) calendar days of such occurrence or removal), (II) the Partnership shall not directly or indirectly dispose of any Investments except to the extent the General Partner determines in good faith that a disposition is necessary to avoid a material loss to the Partnership and (III) neither the General Partner nor any of its Affiliates shall enter into any legally binding obligation on behalf of the Partnership to make an Investment. (iv) The General Partner shall cooperate with UST to obtain the written consent of the Private Investors referred greater of a Required Interest of Limited Partners or a majority in interest of Limited Partners as specified in Internal Revenue Service Revenue Procedure 94-46 (or any successor thereto). Any such action for removal also must provide for the selection of a new General Partner. The new General Partner so selected shall be admitted to the Partnership as a General Partner with such Percentage Interest and such other rights and interests in the Partnership as the Limited Partners making such selection may specify, but only if such new General Partner shall have made such Capital Contribution as such Limited Partners may specify and only if such new General Partner shall have executed and delivered to the Partnership a document including such new General Partner’s acceptance of all the terms and provisions of this Agreement, an agreement to perform and discharge timely all of its obligations and liabilities hereunder and its address for notice hereunder. Such removal shall be effective only immediately subsequent to such admission. In addition, the new General Partner shall cause this Agreement to be amended to reflect that, from and after the date of such new General Partner’s admission, the new General Partner’s interest in all Partnership distributions and allocations shall be its Percentage Interest. Except as expressly set forth in this Section 7.1(b)(i8.4(a), which cooperationthe Limited Partners shall have no right to remove the General Partner. (b) Immediately following the admission of the new General Partner in accordance with Section 8.4(a), the removed General Partner shall become a Limited Partner and its general partner interest and all of its other rights and interests in Partnership allocations and distributions (collectively, the “Combined Interest”) shall be converted into an Interest, without reduction in such Combined Interest (but subject to proportionate dilution by reason of the admission of the new General Partner). The Percentage Interest attributable to such Interest shall be determined by mutual agreement of the removed General Partner and the Advisory Committee. If the removed General Partner and the Advisory Committee cannot so agree, then such Percentage Interest shall be determined by an independent investment advisor or investment banker with reasonable experience in the case oil and gas exploration and production industry that is selected by mutual agreement of Private Investors in a Private Vehicle the interests in which are not registered under removed General Partner and the Securities ActAdvisory Committee. In making its determination, such independent investment advisor or investment banker may consider any factors it may deem relevant and its determination shall be limited to providing UST with final and binding on the names removed General Partner and contact information the Limited Partners. The costs and expenses of such independent investment advisor or investment banker shall be borne by the Partnership. For purposes of this Agreement, conversion of the Private InvestorsCombined Interest of the removed General Partner to an Interest will be characterized as if the removed General Partner contributed its Combined Interest to the Partnership in exchange for the newly issued Interest. The new General Partner shall indemnify the removed General Partner as to all debts and liabilities of the Partnership arising on or after the date on which the removed General Partner becomes a Limited Partner.

Removal of the General Partner. (ia) UST [REDACTED] (Ab) at any time; provided that [REDACTED] (c) [REDACTED] (d) [REDACTED] (e) [REDACTED] (f) Upon the written consent (x) effectiveness of a Majority in Interest of the Private Investors is obtained or (y) set forth on Schedule A under “Removal of the General Partner” is obtained (any vote pursuant to this clause (A), a “No Fault Vote”) or (B) following (I) the occurrence of an event of Cause, (II) the occurrence of a Key Person Event (provided that the written consent of 331/3% in Interest of the Private Investors is obtained; and provided, further, that the General Partner has been given a thirty (30) calendar day grace period to cure such Key Person Event and has not cured such Key Person Event) or (III) the removal of the General Partner or an Affiliate thereof as the general partner (or similar managing fiduciarypursuant to Section 10.07(a) or managerSection 10.07(b) hereof, as applicable, of any Private Vehicle or Feeder Vehicle (a “Private Vehicle Removal,” and, any removal pursuant the Partnership shall dissolve unless prior to the foregoing clause (A) or (B), a “Removal Election”) may require the removal, effective immediately upon notice to the General Partner date of such removal, removal [REDACTED] votes to carry on the business of the General Partner from the Partnership and the substitution of another Person as general partner of the Partnership Partnership, in lieu thereof (which case a successor general partner shall be approved by UST and a Majority in Interest elected, effective as of the Private Investors); provided that any successor date immediately prior to the General Partner shall be substituted prior todate of removal, or at the same time as, the removal of the General Partnerby [REDACTED]. The successor general partner of the Partnership shall promptly prepare and file or cause to be deemed admitted filed, with the assistance of the General Partner if and to the extent reasonably requested, an amendment to the Certificate of Limited Partnership, and shall promptly amend this Agreement pursuant to Section 13.02 hereof without any further action, approval or vote of any Person, including any other Partner, to reflect (i) the admission of such replacement general partner, (ii) the withdrawal of the General Partner as the general partner of the Partnership upon its execution of a counterpart to this Agreement, effective immediately prior to and (iii) the removal change of the replaced General Partner or contemporaneously with the removal name of the replaced General Partner and is authorized Partnership so that it does not include the words “MiddleGround” or any name to continue which the name of the Partnership without dissolutionmay have been changed. (iig) Prior to Upon the removal of the General PartnerPartner pursuant to Section 10.07(a) or Section 10.07(b) hereof, UST shallall of the investment advisory agreements between the Partnership and its Controlled Affiliates, on the one hand, and the Management Company on the other hand, shall automatically terminate and all Management Fees payable to the extent practicable, consult with Management Company shall cease on the investor advisory committees and/or boards effective date of directors, if any, removal of the Private Vehicles General Partner; provided that the Management Company shall be entitled to nominate a substitute general partner for written approval by UST receive all Management Fees accrued and a Majority in payable to the Management Company as of such date. Additionally, the former General Partner and the Affiliated Partners shall not at any time be charged Management Fees or Carried Interest on account of the Private Investors. former General Partner’s special limited partner interest in the Partnership (iiiin the event it elects to have its GP Interest converted to a special limited partner interest) From or Affiliated Interests, as applicable. Except as required by the Act, the former General Partner shall have no further obligations to the Partnership or to the Limited Partners under Section 10.04 hereof and after (A) a No Fault Voteneither the General Partner nor the Affiliated Partners shall have any obligations due to any modifications of this Agreement or any action taken by or vote of the Limited Partners. Further, (B) the occurrence of any event of Cause, (C) the occurrence of any Key Person Event or (D) a Private Vehicle Removal, until the earlier to occur of (x) receipt of without the prior written consent of UST [REDACTED], no modification or (y) the replacement amendment of the General Partner, (I) the Partnership shall not directly or indirectly make any new Investments (other than Investments with respect to which the Partnership (or the General Partner or one or more of its Affiliates, on behalf of the Partnership)) has entered into a legally binding obligation to acquire such Investment prior to such occurrence or removal so long as such Investment is consummated within sixty (60) calendar days of such occurrence or removal), (II) the Partnership shall not directly or indirectly dispose of any Investments except to the extent the General Partner determines in good faith this Agreement may be made that a disposition is necessary to avoid a material loss to the Partnership and (III) neither the General Partner nor any of its Affiliates shall enter into any legally binding obligation on behalf of the Partnership to make an Investmentadversely affects [REDACTED]. (iv) The General Partner shall cooperate with UST to obtain the written consent of the Private Investors referred to in Section 7.1(b)(i), which cooperation, in the case of Private Investors in a Private Vehicle the interests in which are not registered under the Securities Act, shall be limited to providing UST with the names and contact information of the Private Investors.