Common use of Restrictions on the General Partner’s Authority Clause in Contracts

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination or sale of ownership interests of the Partnership’s Subsidiaries) without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Agreement or, except as expressly permitted by Section 7.9(f), take any action permitted to be taken by a member of the Operating Company, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or consolidation, other combination or sale of ownership interests of the Partnership’s Subsidiaries) without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Agreement or, except as expressly permitted by Section 7.9(f7.9(e), take any action permitted to be taken by a member of the Operating Company, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership and its Subsidiaries taken as a whole without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group or the Operating Partnership or their Subsidiaries and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Partnership or their Subsidiaries pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (ii)(A) consent to any amendment to the Operating Company Agreement orPartnership Agreement, (B) except as expressly permitted by Section 7.9(f7.9(d), take any action permitted to be taken by a member partner of the Operating CompanyPartnership, or (C) cause the reduction of the interest of the Partnership in preferred units of the Operating Partnership, or in other equity, debt or other securities of the Operating Partnership, that are or may hereafter be held by Crosstex Louisiana Energy, L.P., a Delaware limited partnership, or its Subsidiaries or fail to prevent such a reduction (including any reduction which would occur by reason of a sale or other disposition of any such security of the Operating Partnership or by reason of an issuance or a sale or other disposition of any security of Crosstex Louisiana Energy, L.P. or any Subsidiary thereof), provided, however, that this clause (C) shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership or their Subsidiaries and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership or their Subsidiaries pursuant to the foreclosure of, or other realization upon, any such encumbrance, in either casethe case of clauses (A) through (C), that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination or sale of ownership interests of the Partnership’s Subsidiaries) without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Agreement or, except as expressly permitted by Section 7.9(f), take any action permitted to be taken by a member of the Operating Company, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership or (ii) consent to any amendment to the Operating Partnership Agreement or the Operating Partnership GP Agreement or, except as expressly permitted by Section 7.9(f), take any action permitted to be taken by a member of the Operating Partnership GP or any partner of the Operating Partnership, in either case, that would adversely affect the Limited Partners (including any particular class or series of Partnership Interests as compared to any other class or series of Partnership Interests) in any material respect.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership and its Subsidiaries taken as a whole without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group or the Operating Partnership or their Subsidiaries and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Partnership or their Subsidiaries pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Partnership Agreement or, except as expressly permitted by Section 7.9(f7.9(d), take any action permitted to be taken by a member partner of the Operating CompanyPartnership, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, including (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination or sale of ownership interests of the Partnership’s Subsidiariescombination) without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Agreement or, except as expressly permitted by Section 7.9(f7.9(e), take any action permitted to be taken by a member of the Operating Company, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Finance Company without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group or the Finance Company and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Finance Company pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Finance Company Agreement or, except as expressly permitted by Section 7.9(f7.9(d), take any action permitted to be taken by a member of the Operating Finance Company, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Company and its Subsidiaries taken as a whole without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group or the Operating Company and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Company pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Agreement or, except as expressly permitted by Section 7.9(f7.9(d), take any action permitted to be taken by a member of the Operating Company, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange exchange, or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange, or other disposition of all or substantially all of the assets of the Operating Partnership and its Subsidiaries taken as a whole without the approval of holders of a Unit Majority and, so long as the ENLC Class C Common Units are outstanding, an ENLC Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate hypothecate, or grant a security interest in all or substantially all of the assets of the Partnership Group or the Operating Partnership or their Subsidiaries and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Partnership or their Subsidiaries pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Partnership Agreement or, except as expressly permitted by Section 7.9(f7.9(d), take any action permitted to be taken by a member partner of the Operating CompanyPartnership, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section Sections 4.6, Section 11.1 11.1, and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination or sale of ownership interests of the Partnership’s Subsidiariescombination) without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Partnership Agreement or, except as expressly permitted by Section 7.9(f7.9(e), take any action permitted to be taken by a member partner of the Operating CompanyPartnership, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Partnership Agreement or, or (ii) except as expressly permitted by Section 7.9(f7.9(d), take any action permitted to be taken by a member partner of the Operating CompanyPartnership, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except respect, except, in either case, as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause 11.2 with respect to the Partnership to elect election of a successor general partner or managing member of the Partnershipany Group Member.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or consolidation, other combination or sale of ownership interests of in the Partnership’s Subsidiaries) without the approval of holders of a Unit Share Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without . (b) Notwithstanding any other provision of this Agreement, whenever any action is taken by the Partnership under the OpCo Limited Liability Company Agreement as a holder of OpCo Common Units (and not as Managing Member of the Operating Company), including approving amendments of the OpCo Limited Liability Company Agreement that require approval of by holders of a “Unit Majority” (as defined therein) or a specified percentage of the OpCo Common Units or OpCo Common Units and OpCo Subordinated Units, voting together as a single class, the General Partner shall notcall an annual or special meeting or solicit proxies from the holders of Class A Shares, on behalf in each case in accordance with Article XIII, for the purpose of submitting such action to a vote of the Partnership, (i) consent to any amendment to the Operating Company Agreement or, except as expressly permitted by Section 7.9(f), take any action permitted to be taken by a member holders of the Operating Company, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section 4.6, Section 11.1 Class A Shares and Section 11.2, elect or cause the Partnership to elect a successor general partner vote (or refrain from voting) the OpCo Common Units it holds in the same manner as the holders of Class A Shares have voted (or refrained from voting) their Class A Shares on the Partnershipmatter.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership's assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Partnership Agreement or, or (ii) except as expressly permitted by Section 7.9(f7.9(d), take any action permitted to be taken by a member partner of the Operating CompanyPartnership, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except respect, except, in either case, as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause 11.2 with respect to the Partnership to elect election of a successor general partner or managing member of the Partnershipany Group Member.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, including (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a PartnerPartner other than in compliance with Section 5.4 or as permitted under Section 10.2 and Section 10.4; (iv) amending this Agreement in any mannermanner other than in compliance with Section 6.2(c) or in compliance with Article XIII, as applicable; or (v) transferring its interest as a general partner of the PartnershipPartnership other than in compliance with Section 4.5. (b) Except as provided in Article XII and Article XIVXII, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Company and its subsidiaries taken as a whole without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group or the Operating Company and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Company pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Agreement or, except as expressly permitted by Section 7.9(f7.9(d), take any action permitted to be taken by a member of the Operating Company, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section 4.6, Section 11.1 and Section 11.2this Agreement, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Partnership Agreement or, except as expressly permitted by Section 7.9(f7.9(d), take any action permitted to be taken by a member partner of the Operating CompanyPartnership, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Company and its Subsidiaries taken as a whole without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group or the Operating Company and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Company pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Agreement or, except as expressly permitted by Section 7.9(f7.9(d), take any action permitted to be taken by a member of the Operating Company, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.Sections

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Company Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination or sale of ownership interests of the PartnershipCompany’s Subsidiaries) without the approval of holders of a Unit Share Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Company Group and shall not apply to any forced sale of any or all of the assets of the Partnership Company Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without . (b) The General Partner shall obtain approval of a Share Majority for (i) any matter for which the approval of holders of a Unit MajorityMajority is required pursuant to the Delegation of Control Provisions and (ii) any proposed amendment to, or alteration or repeal of, the General Partner shall notDelegation of Control Provisions if such proposed amendment, on behalf alteration or repeal would (A) reduce the time for any notice to which the limited partners of the Partnership, (i) consent to any amendment to the Operating Company Agreement orwould be entitled, except as expressly permitted by Section 7.9(f), take any action permitted to be taken by a member of the Operating Company, in either case, that would or (B) adversely affect the Limited Partners (including any particular class of Partnership Interests Company or the OpCo Class A Units as compared to any other class classes of Partnership Interests) limited partner interests in the Operating Company in any material respect or (ii) except as permitted under by subsection (g) of Section 4.613.1 of the OpCo Partnership Agreement); provided, Section 11.1 and Section 11.2however, elect that none of the following amendments shall be deemed to adversely affect the Company or cause the Partnership OpCo Class A Units: (1) any amendment that is necessary or appropriate to elect a successor (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act) or (B) facilitate the trading of the Shares or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Shares are or will be listed or admitted to trading; (2) any amendment that is necessary or appropriate in connection with action taken by the general partner of the PartnershipOperating Company (or the Company as “Delegate” pursuant to the Delegation of Control Provisions) pursuant to Section 5.10 of the OpCo Partnership Agreement; or (3) any amendment that is required to effect the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement. (c) The General Partner shall obtain the prior approval of the Conflicts Committee in accordance with the OpCo Partnership Agreement with respect to any of the following: (i) any approval of the transfer by the general partner of the Operating Company of all or any part of its general partner interest in the Operating Company pursuant to Section 4.6(a)(i) of the OpCo Partnership Agreement; (ii) any approval of the transfer by the general partner of the Operating Company of all or any portion of the OpCo Incentive Distribution Rights pursuant to Section 4.7 of the OpCo Partnership Agreement; (iii) any approval of the delegation of management powers by the general partner of the Operating Company pursuant to Section 7.14(a) of the OpCo Partnership Agreement; and (iv) for so long as there are any OpCo Incentive Distribution Rights issued and outstanding, the adoption of any amendment to Sections 4.6(a)(i), 4.7 and 6.4(b) of the OpCo Partnership Agreement.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Company without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group or the Operating Company and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Company pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Agreement or, except as expressly permitted by Section 7.9(f7.9(d), take any action permitted to be taken by a member of the Operating Company, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; or (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership's assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Company and its subsidiaries taken as a whole without the approval of holders of a Unit Majoritymajority of the Outstanding Voting Units; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group or the Operating Company and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Company pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majoritymajority of the Outstanding Voting Units, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Agreement or, except as expressly permitted by Section 7.9(f), or take any action permitted to be taken by a member of the Operating Company, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnershiprespect.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange exchange, or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange, or other disposition of all or substantially all of the assets of the Operating Partnership and its Subsidiaries taken as a whole without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate hypothecate, or grant a security interest in all or substantially all of the assets of the Partnership Group or the Operating Partnership or their Subsidiaries and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Partnership or their Subsidiaries pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Partnership Agreement or, except as expressly permitted by Section 7.9(f7.9(d), take any action permitted to be taken by a member partner of the Operating CompanyPartnership, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section Sections 4.6, Section 11.1 11.1, and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership and its subsidiaries taken as a whole without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a xxxxx x xxxx, encumbrance or security interest in all or substantially all of the assets of the Partnership Group or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Partnership Agreement or, except as expressly permitted by Section 7.9(f7.9(d), take any action permitted to be taken by a member partner of the Operating CompanyPartnership, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership. (c) Notwithstanding any other provisions of this Agreement, the General Partner shall not, without the prior written consent of the Series A Preferred Unit Partner, for so long as the Series A Preferred Unit Partner holds at least 50% of the Units held by the Series A Preferred Unit Partner immediately following the closing of transactions contemplated by the Securities Purchase Agreement (with respect to Series A Preferred Units, calculated on an as converted basis and including any Common Units into which any Series A Preferred Units have been converted pursuant to Section 5.12(b)(viii) hereof): (i) cause or permit the Partnership or any Group Member to invest in, or dispose of, the equity securities or debt securities of any Person or otherwise acquire or dispose of any interest in any Person, to acquire or dispose of interest in any joint venture or partnership or any similar arrangement with any Person, or to acquire or dispose of assets of any Person, or to make any capital expenditure (other than Maintenance Capital Expenditures), or to make any loan or advance to any Person if the total consideration (including cash, equity issued and debt assumed) paid or payable, or received or receivable, by the Partnership or any Group Member exceeds $15,000,000 in any one or series of related transactions or in the aggregate within the Partnership Group exceeds $50,000,000 in any twelve-month period; (ii) cause or permit the Partnership or any Group Member to incur, create or guarantee any Indebtedness which exceeds (x) $75,000,000 in any one or series of related transactions to the extent the proceeds of such financing are used to refinance existing Indebtedness, or (y) $25,000,000 in any twelve-month period to the extent such Indebtedness increases the aggregate Indebtedness of the Partnership Group, taken as a whole; (iii) authorize or permit the purchase, redemption or other acquisition of Partnership Securities (or any options, rights, warrants or appreciation rights relating to the Partnership Securities) by any Group Member; (iv) select or dismiss, or enter into any employment agreement or amendment of any employment agreement of, the Chief Executive Officer and the Chief Financial Officer of the Partnership or the Operating Partnership; (v) enter into any agreement or effect any transaction between the Partnership or any Group Member, on the one hand, and any Affiliate of the Partnership or the General Partner, on the other hand, other than any transaction in the ordinary course of business and determined by the Board of Directors of the general partner of the General Partner to be on an arm’s-length basis; or (vi) cause or permit the Partnership or any Group Member to enter into any agreement or make any commitment to do any of the foregoing.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership's assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Company and its Subsidiaries taken as a whole without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group or the Operating Company and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Company pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Agreement or, except as expressly permitted by Section 7.9(f7.9(d), take any action permitted to be taken by a member of the Operating Company, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Company and its subsidiaries taken as a whole without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group or the Operating Company and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Company pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Agreement or, except as expressly permitted by Section 7.9(f7.9(d), take any action permitted to be taken by a member of the Operating Company, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner Partners may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Partnership Securities or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Partnership Securities subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iiiii) admitting a Person as a Partner; (iviii) amending this Agreement in any manner; or (viv) transferring its interest as a general partner of the PartnershipGeneral Partner Interest. (b) Except as provided in Article Articles XII and Article XIV, the General Partner Partners may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a whole, Group in a single transaction or a series of related transactions (including by way of mergertransactions, consolidation or other combination or sale of ownership interests of the Partnership’s Subsidiaries) without the approval of holders of a Unit MajorityMajority Interest; provided, however, that this provision shall not preclude or limit the General Partner’s Partners' ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without . (c) At all times while serving as the approval of holders of a Unit Majority, the General Partner shall not, on behalf general partner of the Partnership, the Operating General Partner shall not make any dividend or distribution on, or repurchase any shares of, its stock or take any other action within its control if the effect of such action would cause its net worth, independent of its interest in the Partnership Group, to be less than $7.5 million or such lower amount, which based on an Opinion of Counsel that states, (i) consent based on a change in the position of the Internal Revenue Service with respect to any amendment partnership status pursuant to Code Section 7701, such lower amount would not cause the Operating Company Agreement or, except as expressly permitted by Section 7.9(f), take any action permitted Partnership to be taken by treated as an association taxable as a member of the Operating Company, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests corporation or otherwise to be taxed as compared to any other class of Partnership Interests) in any material respect or an entity for federal income tax purposes and (ii) except as permitted under Section 4.6would not result in the loss of the limited liability of any Limited Partner. (d) Notwithstanding anything else herein contained, Section 11.1 and Section 11.2, elect the Operating General Partner shall not hire or terminate Partnership officers or cause the Partnership to elect a successor general partner take any of the following actions, in each case without the prior approval of the Managing General Partner: (i) sell, exchange or otherwise dispose of Partnership assets outside the ordinary course of business if the consideration (including Partnership liabilities assumed) received from such sale, exchange or other disposition exceeds $100,000; (ii) purchase or otherwise acquire assets outside the ordinary course of business if the acquisition price (including liabilities assumed by the Partnership) exceeds $100,000; (iii) undertake a capital project that is budgeted to exceed $100,000; (iv) reorganize, merge, consolidate or dissolve; (v) issue any additional Partnership Securities; (vi) incur any debt or the guarantee of or contingent liability for any debt outside the ordinary course of business if the debt proceeds exceed $100,000; (vii) file any Federal or state income tax returns for the Partnership; (viii) make any distributions to the Partners; (ix) adopt any employee benefit plans, employee programs or practices; (x) lend money; or (xi) any other action that is either (A) outside the ordinary course of the business of the Partnership or (B) similar in scope or magnitude to the foregoing items listed in this Section 7.3(d).

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Partnership Agreement or, except as expressly permitted by Section 7.9(f7.9(d), take any action permitted to be taken by a member partner of the Operating CompanyPartnership, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or consolidation, other combination or sale of ownership interests of the Partnership’s Subsidiaries) without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Agreement or, except as expressly permitted by Section 7.9(f), take any action permitted to be taken by a member of the Operating Company, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Partnership Agreement or, except as expressly permitted by Section 7.9(f7.9(d), take any action permitted to be taken by a member partner of the Operating CompanyPartnership, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership's assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership and its Subsidiaries taken as a whole without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group or the Operating Partnership or their Subsidiaries and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Partnership or their Subsidiaries pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Partnership Agreement or, except as expressly permitted by Section 7.9(f7.9(d), take any action permitted to be taken by a member partner of the Operating CompanyPartnership, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; or (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Company and its subsidiaries taken as a whole without the approval of holders of a Unit Majoritymajority of the Outstanding Voting Units; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group or the Operating Company and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Company pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majoritymajority of the Outstanding Voting Units, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Agreement or, except as expressly permitted by Section 7.9(f), or take any action permitted to be taken by a member of the Operating Company, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnershiprespect.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the assets Assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or consolidation, other combination or sale of ownership interests of the Partnership’s Subsidiaries) without the approval of the holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to (i) sell, exchange or otherwise dispose of less than all or substantially all of the Assets in furtherance of the purposes and business described in Section 2.4, (ii) sell, or enter into contracts to sell, production from the Assets or (iii) mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets Assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets Assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of the holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Agreement or, except as expressly permitted by Section 7.9(f), take any action permitted to be taken by a member of the Operating Company, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership. (ii) The General Partner will not cause the Partnership to acquire an interest in an oil and gas property located offshore or located outside of the United States without the approval of the holders of a Unit Majority. (iii) Prior to the Listing Date, the General Partner will not take any action with respect to the Assets of the Partnership which the General Partner has determined will not primarily benefit the Partnership, including the utilization of Partnership funds as compensating balances for its own benefit and the commitment of future production. (iv) Prior to the Listing date, the General Partner and any Affiliate of the General Partner may not: (a) profit by drilling in contravention of its fiduciary obligations to the Unitholders, as provided in Section 5.11 or under any applicable law; (b) receive any consideration for operator services provided to the Partnership, which is not anticipated by the General Partner, in excess of the competitive rate or duplicative of any other consideration or reimbursements received under this Agreement, nor benefit by interpositioning itself between the Partnership and the actual provider of the operator services; or (c) benefit by interpositioning itself between the Partnership and the actual provider of drilling contractor services. (v) Prior to the Listing date, the General Partner and its Affiliates may not accept any rebates or give-ups or participate in any reciprocal business arrangements which would circumvent the provisions of this Agreement. (vi) Prior to the Listing of the Partnership’s common equity, the Partnership will not exceed a 50% leverage ratio as determined on an annual basis and the Partnership shall not acquire any property in exchange for Units. (vii) The General Partner may not cause the Units to be listed on a National Securities Exchange without the approval of the Board and the Manager. (viii) Prior to the Listing Date, the General Partner will not, and shall cause its Affiliates not to, sell, transfer or convey any property to the Partnership, directly or indirectly, unless such sale, transfer or conveyance of property is fair and reasonable to the Unitholders and the following conditions are met: (a) The Prospectus shall have disclosed the possibility that the General Partner, the Manager or their respective Affiliates may sell, transfer or convey property to the Partnership and whether or not the property may be sold from an existing inventory. In addition, the Partnership shall not pay an acquisition fee to the Manager in respect of any Property or Prospect acquired by the Partnership from the Manager or any of its Affiliates. (b) The property (including any property acquired by the Partnership from the Manager or any of its Affiliates) is sold, transferred or conveyed to the Partnership at cost, unless the seller or transferor has cause to believe that cost is materially more than the fair market value of such property, in which case such sale should be made for a price not in excess of its fair market value; provided however, that if the sale, transfer or conveyance is from an affiliated Program that has held the property for more than two years and in which the General Partner or any of its Affiliates holds interests substantially similar to, or less than, its interest in the Partnership, the sale, transfer or conveyance may be made at fair market value. (c) If the General Partner, the Manager or any of their respective Affiliates sells, transfers or conveys any oil, gas or other mineral interests or property to the Partnership, it must, at the same time, sell to the Partnership an equal proportionate interest in all its other property in the same Prospect. (d) During a period of five years from the date of formation of the Partnership, if the General Partner or any of its Affiliates proposes to acquire an interest from an unaffiliated person in a Prospect in which the Partnership possesses an interest or in a Prospect in which the Partnership's interest has been terminated without compensation within one year preceding such proposed acquisition, and (x) none of the General Partner or its Affiliates owns property in the Prospect separately from the Partnership, then none of the General Partner or its Affiliates shall be permitted to purchase an interest in the Prospect; and (y) if the General Partner or its Affiliates currently own a proportionate interest in the Prospect separately from the Partnership, then the interest to be acquired shall be divided between the Partnership and the General Partner or its Affiliates, as applicable, in the same proportion as is the other property in the Prospect; provided, however, if cash or financing is not available to the Partnership to enable it to consummate a purchase of the additional interest to which it is entitled, then none of the General Partner or its Affiliates shall be permitted to purchase any additional interest in the Prospect. The Manager and its Affiliates shall not be subject to this Section 7.4(viii)(d). (e) A sale, transfer or conveyance of less than all of the ownership of the General Partner, the Manager or their respective Affiliates in any lease interest or property is prohibited unless the interest retained by the General Partner, the Manager or their respective Affiliates is a proportionate Working Interest, the respective obligations of the General Partner, the Manager or their respective Affiliates and the Partnership are substantially the same after the sale of the interest by the General Partner, the Manager or their respective Affiliates and its interest in revenues does not exceed the amount proportionate to its retained working interest. The General Partner, the Manager or their respective Affiliates may not retain any overrides or other burdens on the interest conveyed to the Partnership. (f) If the Partnership acquires property pursuant to a Farmout or joint venture from an affiliated Program, the aggregate compensation of the General Partner or its Affiliates, as applicable, associated with the property and any direct and indirect ownership interest in the property may not exceed the lower of the compensation and ownership interest the General Partner or its Affiliates, as applicable, could receive if the property were separately owned or retained by the Partnership or the affiliated Program. (g) If the area constituting a Prospect is subsequently enlarged to encompass any area wherein the General Partner, the Manager or an Affiliate of the General Partner or the Manager or an owns a separate property interest, such separate property interest or a portion thereof shall be sold, or conveyed to the Partnership in accordance with this Section 7.4 if the activities of the Partnership were material in establishing the existence of Proved Undeveloped Reserves which are attributable to such separate property interest and the activities of the Manager or an Affiliate of the Manager, as applicable, were not material in so establishing the existence of such Proved Undeveloped Reserves. (h) The General Partner shall not enter into a Farmout to avoid its paying its share of costs, if any, related to drilling a well on an undeveloped Lease. The Partnership shall not Farmout an undeveloped Lease or well activity to the General Partner, the Manager or their respective Affiliates except as set forth below. Notwithstanding, this restriction shall not apply to Farmouts between the Partnership and another Program managed by the General Partner or its Affiliates, either separately or jointly, provided that the respective obligations and revenue sharing of all parties to the transactions are substantially the same and the compensation arrangement or any other interest or right of the General Partner or its Affiliates is the same, or, if different, the aggregate compensation of the General Partner and its Affiliates is reduced to reflect the lower compensation agreement. The Partnership may Farmout an undeveloped Lease or Well activity only if the General Partner, exercising the standard of a prudent operator, determines that: 1. the Partnership lacks the funds to complete the oil and gas operations on the Lease or Well and cannot obtain suitable financing; 2. drilling on the Lease or the intended Well activity would concentrate excessive funds in one location, creating undue risks to the Partnership; 3. the Leases or Well activity have been downgraded by events occurring after assignment to the Partnership so that development of the Leases or Well activity would not be desirable; or 4. the best interests of the Partnership would be served. If the Partnership Farmouts a Lease or Well activity, the General Partner must retain on behalf of the Partnership the economic interests and concessions as a reasonably prudent oil and gas operator would or could retain under the circumstances prevailing at the time, consistent with industry practices. If the Partnership sells any of its Asset(s) to the Manager or an Affiliate of the Manager (other than a Farmout to the Manager or an Affiliate of the Manager which shall be subject to this Section 7.4(viii) (h)), then the General Partner exercising the standard of a prudent operator must determine that: (i) the sales price received by the Partnership from the Manager or such Affiliate, as the case may be, shall not be less than the higher of (A) the costs incurred by the Partnership for such Asset(s) and (B) the fair market value of such Asset(s) as determined by the Partnership; and (ii) the other terms and conditions of such sale must be fair and reasonable to the Partnership. The conditions set forth in Section 7.4(viii) (c), (d), (e) and (g) above, shall not apply to another Program in which the interest of the General Partner or its Affiliates, as applicable, is substantially similar to or less than its interest in the Partnership. (i) The General Partner and its Affiliates shall not retain any Overriding Royalty Interest on the Leases, Prospects and other properties acquired by the Partnership. (ix) Prior to the Listing Date, the General Partner will not, and shall cause its Affiliates not to, purchase or acquire any property from the Partnership, directly or indirectly, unless such purchase or acquisition of property is fair and reasonable to the Unitholders and the following conditions are met: (a) A sale, transfer or conveyance, including a Farmout, of any producing or non-producing property from the Partnership to the General Partner or its Affiliates, other than an Affiliated Program, must be made at the higher of cost or fair market value. (b) A sale, transfer or conveyance of a producing property from the Partnership to the General Partner or its Affiliates, other than an Affiliated Program in which the interest of the General Partner or its Affiliates, is substantially similar to or less than its interest in the Partnership, shall not be permitted except in connection with the liquidation of the Partnership and then only at fair market value. Any acquisition by the Manager or an affiliate of the Manager of any producing oil or natural gas property from the Partnership must be at fair market value supported by an appraisal of an Independent Expert selected by the General Partner. Any such appraisal of the property must be maintained in the Partnership’s records for at least six years. (c) Except in connection with Farmouts or joint ventures made in compliance with Section 7.4(viii) (f), a transfer of a non-producing property from the Partnership to an Affiliated drilling Program must be made at fair market value if the property has been held for more than two years. Otherwise, if the General Partner deems it to be in the best interest of the Partnership, the transfer may be made at cost. (d) A transfer of any type of property from the Partnership to an affiliated Production Purchase or Income Program must be made at no more than fair market value if the property has been held for more than six months or there have been significant expenditures made in connection with the property. Otherwise, if the General Partner deems it to be in the best interest of the Partnership, the transfer may be made at cost as adjusted for intervening operations. However, these prohibitions shall not apply to joint ventures or Farmouts among Affiliated Programs, provided that: (i) the respective obligations and revenue sharing of all parties to the transaction are substantially the same; and (ii) the compensation arrangement or any other interest or right of either the General Partner or any of its Affiliates is the same in each Affiliated Program or if different, the aggregate compensation of the General Partner or the Affiliate is reduced to reflect the lower compensation arrangement. (x) For purposes of Section 7.4(viii) and Section 7.4(ix) , a determination of fair market value must be supported by an appraisal from an Independent Expert. Such opinion and any associated supporting information must be maintained in the Partnership's records for at least six years. (xi) Notwithstanding anything to the contrary, any restrictions on the General Partner’s authority under Section 7.4(iii) , Section 7.4(iv) , Section 7.4(v) , Section 7.4(viii) , and Section 7.4(ix) shall terminate and cease to be of any force or effect after the Listing Date. (xii) All benefits from marketing arrangements or other relationships affecting the property of the General Partner or its Affiliates, including its Affiliated Programs and the Partnership, shall be fairly and equitably apportioned according to the respective interests of each in the property. (xiii) Any agreement or arrangement which binds the Partnership must be disclosed in the Prospectus.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of its Subsidiaries taken as a whole without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Agreement or, except as expressly permitted by Section 7.9(f), take any action permitted to be taken by a member of the Operating Company, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) but except as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests Units or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests Units subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, without limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as provided in this Agreement; or (iv) amending amend this Agreement in any manner; or (v) transferring its interest , except as a general partner of the Partnershipprovided in this Agreement. (b) Except as provided in Article XII Articles XIV and Article XIVXVI, the General Partner may not (i) sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or consolidation, other combination or sale of ownership interests of the Partnership’s Subsidiaries), (ii) approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Intermediate Partnership, or (iii) vote the interest of any member of the Partnership Group in favor of the voting by the representatives of the Intermediate Partnership on the Northern Border Management Committee in favor of (A) the sale, exchange or other disposition of all or substantially all of Northern Border Pipeline’s assets in a single transaction or in a series of related transactions or (B) the liquidation or merger, consolidation or other combination of Northern Border Pipeline with or into another entity, in any such case referred to in clause (i), (ii) or (iii) without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders at least two-thirds of a Unit Majoritythe Outstanding Units, the General Partner shall not, on behalf of the Partnership, (iaa) consent to any amendment to the Operating Company Intermediate Partnership Agreement or, except as expressly permitted by Section 7.9(f), or take any action permitted to be taken by a member partner of the Operating CompanyIntermediate Partnership, in either case, that would adversely affect have a material adverse effect on the Limited Partners (including any particular class Partnership as a partner of the Intermediate Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (iibb) except as permitted under Section 4.6Sections 11.2, Section 11.1 13.1 and Section 11.213.2, elect or cause the Partnership to elect a successor general partner of the Intermediate Partnership. (c) Unless approved by the affirmative vote of the holders of at least two-thirds of each class of Outstanding Units, the General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause the Partnership, any other member of the Partnership Group not then subject to being taxed as an entity for federal income tax purposes or Northern Border Pipeline to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes; provided, that this Section 6.3(b) shall not be construed to apply to amendments to this Agreement (which are governed by Article XV) or mergers or consolidations of the Partnership with any Person (which, in the case of mergers or consolidations of the Partnership, any other member of the Partnership Group or Northern Border Pipeline with any Person, are governed by Article XVI).

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership's assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Company and its subsidiaries taken as a whole without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group or the Operating Company and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Company pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Company Agreement or, except as expressly permitted by Section 7.9(f7.9(d), take any action permitted to be taken by a member of the Operating Company, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.

Restrictions on the General Partner’s Authority. (a) Except as otherwise provided in this Agreement, the The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership. (b) Except as provided in Article Articles XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination combination) or sale of ownership interests approve on behalf of the Partnership’s Subsidiaries) Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Company and its Subsidiaries taken as a whole without the approval of holders of a Unit Majority; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group or the Operating Company and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the Operating Company pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, , (i) consent to any amendment to the Operating Company Agreement or, except as expressly permitted by Section 7.9(f7.9(d), take any action permitted to be taken by a member of the Operating Company, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect or (ii) except as permitted under Section Sections 4.6, Section 11.1 and Section 11.2, elect or cause the Partnership to elect a successor general partner of the Partnership.