Common use of Rights of Limited Partners Relating to the General Partner Clause in Contracts

Rights of Limited Partners Relating to the General Partner. (a) The General Partner may be removed upon the affirmative vote of a Majority Interest of the Limited Partners (not including the General Partner or any Affiliate thereof acting in the capacity of a Limited Partner) upon the occurrence of any of the following: (i) the General Partner's negligence or willful misconduct in the performance of its obligations hereunder; or (ii) the General Partner's material breach of this Agreement, if such (A) breach is not remedied within 30 days after the General Partner's receipt of written notice thereof, or such longer period as is reasonably required to cure such breach, provided that the General Partner commences to cure such breach within such 30-day period and proceeds with due diligence to cure such breach and (B) such breach is continuing at the time notice of termination is delivered to the General Partner; or (iii) the charging of the General Partner or any chairman, vice-chairman, president, chief executive officer, chief operating officer, chief financial officer, senior vice president or other senior executive officer of the General Partner of any felony; or (iv) the General Partner's undertaking of material activities with respect to the Partnership that are not authorized pursuant to this Agreement or by the Board of Directors or the General Partner's disregard of the Board of Directors' lawful written instructions which undertaking or disregard continues unabated for five (5) Business Days after the General Partner's receipt of written notice thereof from the Board of Directors and is continuing at the time notice of termination is delivered to the General Partner; or (v) in the event cash distributions paid by the Fund to both holders of Common Units and Subordinated Units are less than $0.50 per Unit per calendar quarter for 6 successive calendar quarters (subject to appropriate adjustment for any split, combination or similar transaction in respect of the common or subordinated units); or (vi) if, at any time after the date that is six (6) months after the completion of the Exchange Offer, the Board of Directors determines, by a vote of not less than four- fifths of the members of the Board of Directors, that the General Partner is not adequately running the business of the Partnership or the Fund; or (vii) if the General Partner, any member of the General Partner, any Affiliate of the General Partner or any such member, including for such purpose any family member of a member of the General Partner, collectively cease to own the maximum amount of ownership interests in the Partnership that are ever collectively owned by such persons; or (viii) a change of greater than 50% of the voting control of the General Partner (whether by sale, acquisition, voting agreement or otherwise) as such voting control exists as of the date hereof, or a change by greater than 30% to the rights to receive distributions from the General Partner as such rights exist as of the date hereof; provided, however, that for purposes of determining the right to receive distributions hereunder, any transfer by a member of the General Partner as of the date hereof to any Affiliate of such member or any family member of such member will be ignored. (b) The removal of the General Partner pursuant to Section 7.8(a) shall be effective subsequent to the admission of the successor General Partner. Upon the removal of the General Partner, the interest of the former General Partner shall be treated thenceforth as the interest of a Limited Partner in the manner provided in Section 12.2.

Rights of Limited Partners Relating to the General Partner. (a) The General Partner may be removed upon the affirmative vote of a Majority Interest of the Limited Partners (not including the General Partner or any Affiliate thereof acting in the capacity of a Limited Partner) upon the occurrence of any of the following: (i) the General Partner's ’s negligence or willful misconduct in the performance of its obligations hereunder; or (ii) the General Partner's ’s material breach of this Agreement, if such (A) breach is not remedied within 30 days after the General Partner's ’s receipt of written notice thereof, or such longer period as is reasonably required to cure such breach, provided that the General Partner commences to cure such breach within such 30-day period and proceeds with due diligence to cure such breach and (B) such breach is continuing at the time notice of termination is delivered to the General Partner; or (iii) the charging of the General Partner or any chairman, vice-chairman, president, chief executive officer, chief operating officer, chief financial officer, senior vice president or other senior executive officer of the General Partner of any felony; or (iv) the General Partner's ’s undertaking of material activities with respect to the Partnership that are not authorized pursuant to this Agreement or by the Board of Directors or the General Partner's ’s disregard of the Board of Directors' ’ lawful written instructions which undertaking or disregard continues unabated for five (5) Business Days after the General Partner's ’s receipt of written notice thereof from the Board of Directors and is continuing at the time notice of termination is delivered to the General Partner; or (v) in the event cash distributions paid by the Fund to both holders of Common Units and Subordinated Units are less than $0.50 per Unit per calendar quarter for 6 successive calendar quarters (subject to appropriate adjustment for any split, combination or similar transaction in respect of the common or subordinated units); or (vi) if, at any time after the date that is six (6) months after the completion of the Exchange Offer, the Board of Directors determines, by a vote of not less than four- four-fifths of the members of the Board of Directors, that the General Partner is not adequately running the business of the Partnership or the Fund; or (vii) if the General Partner, any member of the General Partner, any Affiliate of the General Partner or any such member, including for such purpose any family member of a member of the General Partner, collectively cease to own the maximum amount of ownership interests in the Partnership that are ever collectively owned by such persons; or (viii) a change of greater than 50% of the voting control of the General Partner (whether by sale, acquisition, voting agreement or otherwise) as such voting control exists as of the date hereof, or a change by greater than 30% to the rights to receive distributions from the General Partner as such rights exist as of the date hereof; provided, however, that for purposes of determining the right to receive distributions hereunder, any transfer by a member of the General Partner as of the date hereof to any Affiliate of such member or any family member of such member will be ignored. (b) The removal of the General Partner pursuant to Section 7.8(a) shall be effective subsequent to the admission of the successor General Partner. Upon the removal of the General Partner, the interest of the former General Partner shall be treated thenceforth as the interest of a Limited Partner in the manner provided in Section 12.2.

Rights of Limited Partners Relating to the General Partner. (a) The General Partner may be removed upon the affirmative vote of a Majority Interest of the Limited Partners (not including the General Partner or any Affiliate thereof acting in the capacity of a Limited Partner) upon the occurrence of any of the following: (i) the General Partner's ’s negligence or willful misconduct in the performance of its obligations hereunder; or (ii) the General Partner's ’s material breach of this Agreement, if such (A) breach is not remedied within 30 days after the General Partner's ’s receipt of written notice thereof, or such longer period as is reasonably required to cure such breach, provided that the General Partner commences to cure such breach within such 30-day period and proceeds with due diligence to cure such breach and (B) such breach is continuing at the time notice of termination is delivered to the General Partner; or (iii) the charging of the General Partner or any chairman, vice-chairman, president, chief executive officer, chief operating officer, chief financial officer, senior vice president or other senior executive officer of the General Partner of any felony; or (iv) the General Partner's ’s undertaking of material activities with respect to the Partnership that are not authorized pursuant to this Agreement or by the Board of Directors or the General Partner's ’s disregard of the Board of Directors' ’ lawful written instructions which undertaking or disregard continues unabated for five (5) Business Days after the General Partner's ’s receipt of written notice thereof from the Board of Directors and is continuing at the time notice of termination is delivered to the General Partner; or (v) in the event cash distributions paid by the Fund to both holders of Common Units and Subordinated Units are less than $0.50 per Unit per calendar quarter for 6 successive calendar quarters (subject to appropriate adjustment for any split, combination or similar transaction in respect of the common or subordinated units); or (vi) if, at any time after the date that is six (6) months after the completion of the Exchange Offer, the Board of Directors determines, by a vote of not less than four- four-fifths of the members of the Board of Directors, that the General Partner is not adequately running the business of the Partnership or the Fund; or (vii) if the General Partner, any member of the General Partner, any Affiliate of the General Partner or any such member, including for such purpose any family member of a member of the General Partner, collectively cease to own the maximum amount of ownership interests in the Partnership that are ever collectively owned by such persons; or (viii) a change of greater than 50% of the voting control of the General Partner (whether by sale, acquisition, voting agreement or otherwise) as such voting control exists as of the date hereof, or a change by greater than 30% to the rights to receive distributions from the General Partner as such rights exist as of the date hereof; Table of Contents provided, however, that for purposes of determining the right to receive distributions hereunder, any transfer by a member of the General Partner as of the date hereof to any Affiliate of such member or any family member of such member will be ignored. (b) The removal of the General Partner pursuant to Section 7.8(a) shall be effective subsequent to the admission of the successor General Partner. Upon the removal of the General Partner, the interest of the former General Partner shall be treated thenceforth as the interest of a Limited Partner in the manner provided in Section 12.2.

Rights of Limited Partners Relating to the General Partner. (a) The General Partner may be removed upon the affirmative vote of a Majority Interest of the Limited Partners (not including the General Partner or any Affiliate thereof acting in the capacity of a Limited Partner) upon the occurrence of any of the following: (i) the General Partner's ’s negligence or willful misconduct in the performance of its obligations hereunder; or (ii) the General Partner's ’s material breach of this Agreement, if such (A) breach is not remedied within 30 days after the General Partner's ’s receipt of written notice thereof, or such longer period as is reasonably required to cure such breach, provided that the General Partner commences to cure such breach within such 30-day period and proceeds with due diligence to cure such breach and (B) such breach is continuing at the time notice of termination is delivered to the General Partner; or (iii) the charging of the General Partner or any chairman, vice-chairman, president, chief executive officer, chief operating officer, chief financial officer, senior vice president or other senior executive officer of the General Partner of any felony; or (iv) the General Partner's ’s undertaking of material activities with respect to the Partnership that are not authorized pursuant to this Agreement or by the Board of Directors or the General Partner's ’s disregard of the Board of Directors' ’ lawful written instructions which undertaking or disregard continues unabated for five (5) Business Days after the General Partner's ’s receipt of written notice thereof from the Board of Directors and is continuing at the time notice of termination is delivered to the General Partner; or (v) in the event cash distributions paid by the Fund to both holders of Common Units and Subordinated Units are less than $0.50 per Unit per calendar quarter for 6 successive calendar quarters (subject to appropriate adjustment for any split, combination or similar transaction in respect of the common or subordinated units); or (vi) if, at any time after the date that is six (6) months after the completion of the Exchange Offer, the Board of Directors determines, by a vote of not less than four- four-fifths (rounded down to the nearest whole number) of the members of the Board of Directors, that the General Partner is not adequately running the business of the Partnership or the Fund; or (vii) if the General Partner, any member of the General Partner, any Affiliate of the General Partner or any such member, including for such purpose any family member of a member of the General Partner, collectively cease to own the maximum amount of ownership interests in the Partnership that are ever collectively owned by such persons; or (viii) a change of greater than 50% of the voting control of the General Partner (whether by sale, acquisition, voting agreement or otherwise) as such voting control exists as of the date hereof, or a change by greater than 30% to the rights to receive distributions from the General Partner as such rights exist as of the date hereof; Table of Contents provided, however, that for purposes of determining the right to receive distributions hereunder, any transfer by a member of the General Partner as of the date hereof to any Affiliate of such member or any family member of such member will be ignored. (b) The removal of the General Partner pursuant to Section 7.8(a) shall be effective subsequent to the admission of the successor General Partner. Upon the removal of the General Partner, the interest of the former General Partner shall be treated thenceforth as the interest of a Limited Partner in the manner provided in Section 12.2.