Common use of Termination of Status as General Partner Clause in Contracts

Termination of Status as General Partner. (a) A General Partner shall cease to be a General Partner upon the first to occur of (i) the Bankruptcy of such Partner; (ii) the Transfer of such Partner’s Interest as a General Partner; provided that the transferee of such Interest is admitted as a substituted General Partner pursuant to Section 11.2(b) hereof; (iii) the involuntary Transfer by operation of law of such General Partner’s Interest in the Partnership, (iv) after such General Partner has committed a material breach of this Agreement, or committed any other act or suffered any other condition, in each case that would justify a decree of dissolution of the Partnership under the laws of the State of Delaware. In the event a Person ceases to be a General Partner without having transferred its entire Interest as a General Partner, such Person shall be treated as an unadmitted assignee of a Partnership Interest in accordance with Section 10.7 hereof. If a General Partner ceases to be a Partner for any reason hereunder, such Person shall continue to be liable as a Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, actual or contingent. A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible by any legal means and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilities. (b) It is the intention of the Partners that the Partnership not dissolve as a result of the cessation of any General Partner’s status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 12.1 shall govern. (c) If at the time a Person ceases to be a General Partner such Person is also a Limited Partner or an Interest Holder with respect to Interests other than its Interest as a General Partner, such cessation shall not affect such Person’s rights and obligations with respect to such Interests.

Termination of Status as General Partner. (a) A General Partner shall cease to be a General Partner upon the first to occur of of: (i) the Bankruptcy or dissolution of such a General Partner; (ii) the Transfer of such Partner’s Interest as a General Partner; provided that the transferee of such Interest is admitted as a substituted General Partner pursuant to Section 11.2(b) hereof; (iii) the involuntary Transfer by operation of law of such General Partner’s Interest in the Partnership; (iii) the vote of all of the remaining General Partners, (iv) if any, and a majority in interest of the Limited Partners to remove such General Partner after such General Partner has attempted to make a Transfer of its Partnership Interest that is not permitted by Section 9.3 hereof, engaged in intentional misconduct or gross negligence in the discharge of its duties as General Partner, intentionally failed to meet its material obligations or covenants under the Act or this Agreement, conducted its own business or affairs or those of the Partnership in such a manner as would intentionally cause the termination of the Partnership for federal income tax purposes or would cause it to be treated as an “association” taxable as a corporation for federal income tax purposes, committed a material breach of this AgreementAgreement or applicable law, or committed any other act or suffered any other condition, in each case condition that would justify a decree of dissolution of the Partnership under the laws of the State of DelawareTexas or would cause the General Partner to cease being a general partner under the Act: or (iv) a Withdrawal, or a Permitted or non-Permitted Transfer pursuant to Section 9.2 through 9.4 hereof. In the event a Person ceases to be a General Partner without having transferred Transferred its entire Interest as a General Partner, such Person shall be treated as an unadmitted assignee transferee of a Partnership Interest in accordance with as a result of an unpermitted Transfer (but recognized) of an Interest pursuant to Section 10.7 9.4 hereof. . (b) If a General Partner ceases to be a Partner for any reason hereunder, hereunder such Person shall continue to be liable as a Partner for all debts and obligations of the Partnership existing that have accrued or that exist at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, actual or contingent. A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible by any legal means means, and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilities. (bc) It is the intention of the Partners that the Partnership not dissolve as is a result of the cessation of any General Partner’s status as a General Partner; provided, however, that if it is determined by a court dissolution nevertheless occurs under the Act, the Partnership’s property, business and affairs shall continue to be held and conducted in a new limited partnership under this Agreement, with any remaining General Partners as general partners, the Limited Partners as limited partners, and any unadmitted assignees of competent jurisdiction that Interests as “Interest Holders”. Notwithstanding any provision of the Act to the contrary, each Partner and Interest Holder (including any successor to the Partnership has dissolvedInterest of a General Partner) hereby: (i) waives any right that such Person may have as a result of any such unintended dissolution to demand or receive an accounting of the Partnership or any distribution in satisfaction of such Person’s Interest in the Partnership or any security for the return or distribution thereof; and (ii) agrees to indemnify and hold the Partnership and each other Partner and Interest Holder wholly and completely harmless from all costs or damage (including, the provisions without limitation, legal fees and expenses of Section 12.1 shall governenforcing this indemnity) that any such indemnified Person may incur as a result of any action inconsistent with part (i) of this sentence. (cd) If Notwithstanding any provision to the contrary herein, if a Person ceases to be a General Partner, the remaining General Partner shall refile the Certificate as if the Partnership had dissolved as a result of such cessation and a new limited partnership were formed to this Agreement to hold the Property and continue the business and affairs of the Partnership. (e) If, at the time a Person ceases to be a General Partner Partner, such Person is also a Limited Partner or an Interest Holder with respect to Interests interests other than its Interest as a General Partner, such cessation shall not affect such Person’s rights and obligations with respect to such Limited Partner Interests.

Termination of Status as General Partner. (a) A The General Partner shall cease to be a General Partner upon the first to occur of (i) the Bankruptcy bankruptcy of such the General Partner; (ii) the Transfer of such the General Partner’s entire Interest as a General Partner; , provided that the transferee of such Interest is admitted as a substituted General Partner pursuant to Section 11.2(b) hereof9.3(a); (iii) the involuntary Transfer by operation of law of such General Partner’s entire Interest in the Partnership, provided that the transferee is admitted as a substituted General Partner pursuant to Section 9.3(a) (iv) the vote of a majority of the Limited Partners to approve a request by such General Partner to retire, or (v) the vote of a majority of the Limited Partners to remove such General Partner after such General Partner has committed a material breach of this Agreement, or committed any other act or suffered any other condition, in each case condition that would justify a decree of dissolution of the Partnership under the laws of the State of Delaware. In the event a Person ceases to be a General Partner without having transferred Transferred its entire Interest as a General Partner, such Person shall be treated as an unadmitted assignee transferee of an Interest as a result of a Partnership Interest in accordance with Section 10.7 hereofTransfer. If a General Partner Person ceases to be a General Partner for any reason hereunderunder this Agreement, such Person shall continue to be liable as a General Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, actual or contingent. A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible by any legal means and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilities. (b) It is the intention of the Partners that the Partnership not dissolve as a result of the cessation of any General Partner’s status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 12.1 shall govern. (c) If at the time a Person ceases to be a General Partner such Person is also a Limited Partner or an Interest Holder with respect to Interests an Interest other than its Interest as a General Partner, such cessation shall not affect such Person’s rights and obligations with respect to such InterestsInterest.

Termination of Status as General Partner. (a) A The General Partner shall cease to be a General Partner upon the first to occur of (i) the Bankruptcy of such Partner; , (ii) the Transfer of such the General Partner’s 's entire Interest as a General Partner; , provided that the transferee of such Interest is admitted as a substituted General Partner pursuant to Section 11.2(b) 10.06 hereof; , (iii) the involuntary Transfer by operation of law of such the General Partner’s 's Interest in the Partnership, or (iv) after such the vote of all of the Partners to approve a request by the General Partner has committed a material breach of this Agreement, or committed any other act or suffered any other condition, in each case that would justify a decree of dissolution of the Partnership under the laws of the State of Delawareto withdraw. In 55 50 the event a Person the General Partner ceases to be a General Partner without having transferred Transferred its entire Interest as a General Partner, such Person shall be treated as an unadmitted assignee transferee of a Partnership Interest in accordance with as a result of a Transfer (other than a Permitted Transfer) of an Interest pursuant to Section 10.7 hereof10.04. If a the General Partner ceases to be a Partner for any reason hereunderunder this Agreement, such Person shall continue to be liable as a Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, actual or contingentcontingent provided, however, that the assets of such Person shall be subject to the protection of Section 17-403(d) of the Act. A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible by any legal means and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilities. (b) It is the intention of the Partners that the Partnership not dissolve as a result of the cessation of any General Partner’s status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 12.1 shall govern. (c) If at the time a Person ceases to be a General Partner Partner, such Person is also a Limited Partner or an Interest Holder with respect to Interests other than its Interest as a General Partner, such cessation shall not affect such Person’s 's rights and obligations with respect to such Limited Partner Interests.

Termination of Status as General Partner. (a) A The General Partner shall cease to be a General Partner general partner of the Partnership upon the first to occur occurrence of any of the following events: (i) such General Partner’s filing of a certificate of dissolution or its equivalent or the revocation of its charter and the expiration of 90 Days after the date of a notice of revocation without a reinstatement of its charter; (ii) the Bankruptcy of such Partner; (ii) the Transfer of such Partner’s Interest as a General Partner; provided that the transferee of such Interest is admitted as a substituted General Partner pursuant to Section 11.2(b) hereof; ; (iii) the involuntary Transfer Disposition by operation of law Law of such General Partner’s Interest in the Partnership, Partnership Interest; or (iv) after the consent of a Common Limited Partner Super-Majority to approve a request by such General Partner has committed to withdraw. Upon the occurrence of any of the events listed in the preceding sentence, a material breach Common Limited Partner Super-Majority may elect a substituted General Partner in the place and stead of this Agreement, or committed any other act or suffered any other condition, the General Partner in each case that would justify a decree of order to avoid the dissolution of the Partnership under the laws of the State of Delaware. In the event a Person ceases to be a General Partner without having transferred its entire Interest as a General Partner, such Person shall be treated as an unadmitted assignee of a Partnership Interest in accordance with the provisions of Section 10.7 hereof. 17.1. (b) If a General Partner ceases to be a Partner for any reason hereunder, such Person shall continue to be liable as a Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, actual or contingent. A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible collected by any legal means means, and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilities. (b) It is the intention of the Partners that the Partnership not dissolve as a result of the cessation of any General Partner’s status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 12.1 shall govern. (c) If at the time a Person ceases to be a General Partner Partner, and such Person is also a Limited Partner or an unadmitted Assignee of a Partnership Interest Holder from a Partner with respect to Partnership Interests other than its Partnership Interest as a General Partner, such cessation shall not affect such Person’s rights and obligations with respect to such InterestsPartnership Interest.

Termination of Status as General Partner. (a) A General Partner shall cease to be a General Partner upon the first to occur of (i) the Bankruptcy of such Partner; (ii) the Transfer of such Partner’s Interest as a General Partner; provided that the transferee of such Interest is admitted as a substituted General Partner pursuant to Section 11.2(b) hereof; (iii) the involuntary Transfer by operation of law of such General Partner’s General Partner Interest; (iii) the vote of a two-thirds (2/3) Majority in Interest in the Partnership, to approve a request by such General Partner to retire; or (iv) the vote of a two-thirds (2/3) Majority in Interest to remove such General Partner after such General Partner has attempted to make a Transfer of its General Partner Interest that is not permitted by Section 10.3 hereof, committed a material breach of this Agreement, or committed any other act or suffered any other condition, in each case condition that would justify a decree of dissolution of the Partnership under the laws of the State of DelawareDelaware or experienced a change of control. In the event a Person ceases to be a General Partner without having transferred Transferred its entire Interest as a General PartnerPartner Interest, such Person shall be treated as an unadmitted assignee transferee of a Partnership Interest in accordance with interest as a result of an unpermitted Transfer of an interest pursuant to Section 10.7 10.5(c) hereof. . (b) If a General Partner ceases to be a Partner for any reason hereunder, such Person shall continue to be liable as a Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, unknown and/or actual or contingent. A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, obligations or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible by any legal means and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, obligations or liabilities. (bc) It is the intention of the Partners that the Partnership not dissolve as a result of the cessation of any General Partner’s status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 12.1 shall govern. (cd) If at the time a Person ceases to be a General Partner such Person is also a Limited Partner or an Interest Holder with respect to Interests an Interest other than its Interest as a General PartnerPartner Interest, such cessation shall not affect such Person’s rights and obligations with respect to such InterestsInterest.

Termination of Status as General Partner. (a) A General Partner shall cease to be a General Partner upon the first to occur of (i) the Bankruptcy bankruptcy of such Partner; (ii) the Transfer of such Partner’s entire Interest as a General Partner; , provided that the transferee of such Interest is admitted as a substituted General Partner pursuant to Section 11.2(b) hereof9.6; (iii) the involuntary Transfer by operation of law of such General Partner’s entire Interest in the Partnership, (iv) the vote of a majority of the Limited Partners to approve a request by such General Partner to retire, or (v) the vote of a majority of the Limited Partners to remove such General Partner after such General Partner has committed a material breach of this Agreement, Agreement or its representations and warranties hereunder or committed any other act or suffered any other condition, in each case condition that would justify a decree of dissolution of the Partnership under the laws of the State of DelawareIndiana. In the event a Person ceases to be a General Partner without having transferred Transferred its entire Interest as a General Partner, such Person shall be treated as an unadmitted assignee of an Interest as a Partnership Interest in accordance with result of a Transfer that is not a Permitted Transfer pursuant to Section 10.7 hereof9.2. If a General Partner Person ceases to be a General Partner for any reason hereunderunder this Agreement, such Person shall continue to be liable as a General Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, actual or contingentcontingent provided, however, that the assets of any General Partner shall be subject to the protection of the Act. A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible by any legal means and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilities. (b) It is the intention of the Partners that the Partnership not dissolve as a result of the cessation of any General Partner’s status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 12.1 shall govern. (c) If at the time a Person ceases to be a General Partner such Person is also a Limited Partner or an Interest Holder with respect to Interests an Interest other than its Interest as a General Partner, such cessation shall not affect such Person’s rights and obligations with respect to such InterestsInterest.

Termination of Status as General Partner. (a) A General Partner shall cease to be a General Partner upon the first to occur of (i) the Bankruptcy of such Partner; (ii) in accordance with Section 10.5(b), the Transfer of such Partner’s 's entire Interest as a General Partner; provided that Partner unless the transferee of such Interest is admitted as does not become a substituted General Partner pursuant to Section 11.2(b) hereofPartner; (iii) the involuntary Transfer by operation of law of such General Partner’s 's entire Interest in the Partnership, (iv) the unanimous vote of the Limited Partners to approve a request by such General Partner to retire, or (v) the election by Investor to remove such General Partner after such General Partner has attempted to make a Transfer of its Interest that is not permitted by Section 10.2 hereof, committed a material breach of this AgreementAgreement or its representations and warranties hereunder, or committed any other act or suffered any other condition, in each case condition that would justify a decree of dissolution of the Partnership under the laws of the State of Delaware. In the event a Person ceases to be a General Partner without having transferred Transferred its entire Interest as a General Partner, such Person shall be treated as an unadmitted assignee transferee of an Interest as a result of a Partnership Permitted Transfer of an Interest in accordance with pursuant to Section 10.7 10.5 hereof. If a General Partner Person ceases to be a General Partner for any reason hereunder, such Person shall continue to be liable as a General Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, actual or contingent. A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, or liabilities in damages to the Partnership or another Partner of any Person who ceases to be a General Partner shall be collectible by any legal means and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilities. (b) It is the intention of the Partners that the Partnership not dissolve as a result of the cessation of any General Partner’s status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 12.1 shall govern. (c) If at the time a Person ceases to be a General Partner such Person is also a Limited Partner or an Interest Holder with respect to Interests other than its Interest as a General Partner, such cessation shall not affect such Person’s rights and obligations with respect to such Interests.

Termination of Status as General Partner. (a) A General Partner shall cease to be a General Partner upon the first to occur of (i) the Bankruptcy of such Partner; (ii) the Transfer of such Partner’s Interest as a General Partner; provided that the transferee of such Interest is admitted as a substituted General Partner pursuant to Section 11.2(b) hereof; (iii) the involuntary Transfer by operation of law of such Partner's General Partner’s Partner Interest; (iii) the vote of a two-thirds (2/3) Majority in Interest in the Partnership, to approve a request by such General Partner to retire; (iv) in the case of Molson Coors Brewing Company, as contemplated by Section 11.1; or (v) the vote of a two-thirds (2/3) Majority in Interest to remove such General Partner after such General Partner has attempted to make a Transfer of its General Partner Interest that is not permitted by Section 10.3 hereof, committed a material breach of this Agreement, or committed any other act or suffered any other condition, in each case condition that would justify a decree of dissolution of the Partnership under the laws of the State of DelawareDelaware or experienced a change of control. In the event a Person ceases to be a General Partner without having transferred Transferred its entire Interest as a General PartnerPartner Interest, such Person shall be treated as an unadmitted assignee transferee of a Partnership Interest in accordance with interest as a result of an unpermitted Transfer of an interest pursuant to Section 10.7 10.5(c) hereof. . (b) If a General Partner ceases to be a Partner for any reason hereunder, such Person shall continue to be liable as a Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, unknown and/or actual or contingent. A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, obligations or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible by any legal means and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, obligations or liabilities. (bc) It is the intention of the Partners that the Partnership not dissolve as a result of the cessation of any General Partner’s 's status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 12.1 shall govern. (c) If at the time a Person ceases to be a General Partner such Person is also a Limited Partner or an Interest Holder with respect to Interests other than its Interest as a General Partner, such cessation shall not affect such Person’s rights and obligations with respect to such Interests.

Termination of Status as General Partner. (a) A The General Partner shall cease to be a General Partner upon the first to occur of (i) the Bankruptcy of such Partner; , (ii) the Transfer of such the General Partner’s entire Interest as a General Partner; , provided that the transferee of such Interest is admitted as a substituted General Partner pursuant to Section 11.2(b) 10.06 hereof; , (iii) the involuntary Transfer by operation of law of such the General Partner’s Interest in the Partnership, or (iv) after such the vote of all of the Partners to approve a request by the General Partner has committed a material breach of this Agreement, or committed any other act or suffered any other condition, in each case that would justify a decree of dissolution of the Partnership under the laws of the State of Delawareto withdraw. In the event a Person the General Partner ceases to be a General Partner without having transferred Transferred its entire Interest as a General Partner, such Person shall be treated as an unadmitted assignee transferee of a Partnership Interest in accordance with as a result of a Transfer (other than a Permitted Transfer) of an Interest pursuant to Section 10.7 10.04 hereof. If a the General Partner ceases to be a Partner for any reason hereunderunder this Agreement, such Person shall continue to be liable as a Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, actual or contingentcontingent provided, however, that the assets of such Person shall be subject to the protection of Section 17-403(d) of the Act. A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible by any legal means and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilities. (b) It is the intention of the Partners that the Partnership not dissolve as a result of the cessation of any General Partner’s status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 12.1 shall govern. (c) If at the time a Person ceases to be a General Partner Partner, such Person is also a Limited Partner or an Interest Holder with respect to Interests other than its Interest as a General Partner, such cessation shall not affect such Person’s rights and obligations with respect to such Limited Partner Interests.

Termination of Status as General Partner. (a) A The General Partner shall cease to be a General Partner upon the first to occur of (i) the Bankruptcy of such General Partner; , (ii) the Transfer of such Partner’s Interest as a General Partner; provided that the transferee of such Interest is admitted as a substituted General Partner pursuant to Section 11.2(b) hereof; (iii) the involuntary Transfer by operation of law of such General Partner’s Interest 's interest in the Partnership, (iii) the vote of a Majority of the Limited Partners to approve a request by such General Partner to retire, or (iv) the vote of a majority of the Limited Partners to remove such General Partner after such General Partner has attempted to make a Transfer of his Partnership interest that is not permitted by Section 10.3, committed a material breach of this AgreementAgreement or his representations and warranties hereunder, or committed any other act or suffered any other condition, in each case conditions that would justify a decree of dissolution of the Partnership under the laws of the State of DelawareTexas. In the event a Person ceases to be a General Partner without having transferred its Transferred his entire Interest interest as a General Partner, such Person shall be treated as an unadmitted assignee a Limited Partner that received its LP Interest as a result of a Partnership Interest in accordance with Section 10.7 hereofTransfer that is a Permitted Transfer pursuant to Sections 9.2 and 10.3. If a the General Partner ceases to be a General Partner for any reason hereunderunder this Agreement, such Person shall continue to be liable as a General Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, actual or contingentcontingent provided, however, that the assets of any General Partner shall be subject to the protection of the Act. A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible by any legal means and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilities. (b) It is the intention of the Partners that the Partnership not dissolve as a result of the cessation of any General Partner’s status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 12.1 shall govern. (c) If at the time a Person ceases to be a General Partner such Person is also a Limited Partner or an Interest Holder with respect to Interests other than its Interest as a General PartnerLP Interests, such cessation shall not affect such Person’s 's rights and obligations with respect to such LP Interests.

Termination of Status as General Partner. (a) A General Partner shall cease to be a General Partner upon the first earliest to occur of of: (i) the Bankruptcy retirement of such Partnerits entire Interest in accordance with Section 11.08; (ii) the Bankruptcy of the General Partner; (iii) the Transfer of such the General Partner’s 's entire Interest as a General Partner; provided that the transferee of such Interest is admitted as a substituted General Partner pursuant to Section 11.2(b) hereof11.02 (so long as a substitute General Partner is admitted pursuant to Section 11.06 at or prior to such time); (iiiiv) the involuntary Transfer by operation of law of such General Partner’s Interest in 's Interest; (v) the Partnership, vote of all of the other Partners to approve a request by such General Partner to withdraw; or (ivvi) the vote of the Class A Limited Partner to remove such General Partner after such General Partner has committed attempted to make a material breach Transfer of this Agreementits Interest that is not permitted under Section 11.02. If, or committed at any other act or suffered any other conditiontime, in each case that would justify a decree of dissolution of the Partnership under the laws of the State of Delaware. In the event a Person ceases to be a General Partner without having transferred Transferred its entire Interest as a General Partner, such Person shall be treated as an unadmitted assignee transferee of an Interest as a result of a Partnership Interest in accordance with Transfer (other than a Permitted Transfer) pursuant to Section 10.7 hereof11.04. If a Person who is General Partner ceases to be a General Partner for any reason hereunderunder this Agreement, such Person shall continue to be liable as a Partner for all debts debts, obligations and obligations liabilities of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts debts, obligations or liabilities were known or unknown, actual or contingent, unless the substitute General Partner therefor has unconditionally agreed to be liable for all such debts, obligations and liabilities to the 34 same extent as if such substitute General Partner had itself incurred such debts, obligations and liabilities. A Person shall not be liable as a General Partner for debts, obligations or liabilities of the Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, obligations or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible by any legal means means, and the Partnership is authorized, in addition to any other remedies it may have at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, obligations or liabilities. (b) It is the intention of the Partners that the Partnership not dissolve as a result of the cessation of any General Partner’s status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 12.1 shall govern. (c) If at the time a Person ceases to be a General Partner such Person is also a Limited Partner or an Interest Holder with respect to Interests other than its Interest as a General Partner, such cessation shall not affect such Person’s rights and obligations with respect to such Interests.

Termination of Status as General Partner. (a) A General Partner shall cease to be a General Partner upon the first to occur occurrence of any of the following: (i) the Bankruptcy of such Partner; (ii) the Transfer of such Partner’s 's entire Interest as a General Partner; provided that Partner in a Permitted Transfer (in which event the transferee of such Interest is shall be admitted as a substituted successor General Partner pursuant and a Limited Partner upon compliance with Section 13.3), (ii) the agreement of the Partners permitting such General Partner to Section 11.2(b) hereof; withdraw, (iii) an Adverse Act occurs or is continuing with respect to such Partner following the involuntary Transfer by operation of law of such General Partner’s Interest in the PartnershipInitial Buildout Completion Date, or (iv) after such General Partner has committed a material breach in the case of this AgreementCPP, or committed any other act or suffered any other condition, in each case that would justify a decree of dissolution of the Partnership under the laws of the State of Delawareif its Percentage Interest is less than eight percent (8%). In the event a Person ceases to be a General Partner without having transferred its entire pursuant to subparagraph (ii), (iii) or (iv) above, the Interest as a General Partner, of such Person shall be treated as an unadmitted assignee of a Partnership Interest in accordance with Section 10.7 hereof. If a General Partner ceases to be a Partner for any reason hereunder, such Person shall continue to be liable as a Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, actual or contingent. A Person shall not be liable as a General Partner for Partnership debts shall automatically and obligations arising after without any further action by the Partners be converted into an Interest solely as a Limited Partner, and such Person ceases to be a General Partner. Any debts, obligations, or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall thereafter be collectible by any legal means and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilitiesan Exclusive Limited Partner. (b) It is the intention of the The Partners intend that the Partnership not dissolve as a result of the cessation of any General Partner’s Person's status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 12.1 15 shall govern. -100- December 12, 1996 106 14.3 Restoration of Status as General Partner. (ca) If at the time a Person An Adverse Partner that ceases to be a General Partner such Person is also a Limited Partner or an Interest Holder in accordance with respect Section 14.2(a)(iii) shall be restored to Interests other than its Interest as the status of a General Partner, and its Interest shall thereafter be deemed held in part as a General Partner and in part as a Limited Partner as provided in Section 2.1, in the following circumstances: (i) if the Partner became an Adverse Partner as a consequence of Bankruptcy, such cessation Partner will again become a General Partner if such Partner ceases to be in a state of Bankruptcy; (ii) if the Partner became an Adverse Partner as a consequence of the occurrence of any IXC Transaction, such Partner will again become a General Partner if such Partner ceases to have the relationship with the IXC that caused such IXC Transaction to occur; and (iii) if the Partner became an Adverse Partner as a consequence of the occurrence of an event described in subparagraph (viii) of the definition of such term in Section 1.10, such Partner will again become a General Partner if such Partner eliminates the circumstances that constituted such an Adverse Act. (b) If an Adverse Partner ceases to be a General Partner in accordance with Section 14.2(a)(iii) as a result of the occurrence of an Adverse Act described in subparagraph (iv), (v) or (viii) of the definition of such term in Section 1.10, the transferee of such Partner's Interest will be entitled to become a General Partner, and the transferee's Interest shall be deemed held in part as a General Partner and in part as a Limited Partner as provided in Section 2.1, if the Adverse Partner Transfers its Interest in compliance with Section 13 to a Person that is not affect an Adverse Partner and does not become an Adverse Partner as a result of such Person’s rights and obligations with respect to such InterestsTransfer.

Termination of Status as General Partner. (a) A The General Partner shall cease to be a General Partner upon the first to occur of (i) the Bankruptcy of such Partner; , (ii) the Transfer of such the General Partner’s entire Interest as a General Partner; , provided that the transferee of such Interest is admitted as a substituted General Partner pursuant to Section 11.2(b) 10.06 hereof; , (iii) the involuntary Transfer by operation of law of such the General Partner’s Interest in the Partnership, or (iv) after such the vote of all of the Partners to approve a request by the General Partner has committed a material breach of this Agreement, or committed any other act or suffered any other condition, in each case that would justify a decree of dissolution of the Partnership under the laws of the State of Delawareto withdraw. In the event a Person the General Partner ceases to be a General Partner without having transferred Transferred its entire Interest as a General Partner, such Person shall be treated as an unadmitted assignee transferee of a Partnership Interest in accordance with as a result of a Transfer (other than a Permitted Transfer) of an Interest pursuant to Section 10.7 10.04 hereof. If a the General Partner ceases to be a Partner for any reason hereunderunder this Agreement, such Person shall continue to be liable as a Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, actual or contingent; provided, however, that the assets of such Person shall be subject to the protection of Section 17-403(d) of the Act. A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible by any legal means and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilities. (b) It is the intention of the Partners that the Partnership not dissolve as a result of the cessation of any General Partner’s status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 12.1 shall govern. (c) If at the time a Person ceases to be a General Partner Partner, such Person is also a Limited Partner or an Interest Holder with respect to Interests other than its Interest as a General Partner, such cessation shall not affect such Person’s rights and obligations with respect to such Limited Partner Interests.

Termination of Status as General Partner. (a) A General Partner shall cease to be a General Partner upon the first to occur of (i) the Bankruptcy of such Partner; (ii) the Transfer of such Partner’s 's entire Interest as a General Partner; provided that Partner unless the transferee of such Interest is admitted as does not become a substituted General Partner pursuant to Section 11.2(b) hereofPartner; (iii) the involuntary Transfer by operation of law of such General Partner’s 's entire Interest in the Partnership, (iv) the vote of the Limited Partner to approve a request by such General Partner to retire, or (v) the vote of the Limited Partner to remove such General Partner after such General Partner has attempted to make a Transfer of its Interest that is not permitted by Section 10.2 hereof, committed a material breach of this AgreementAgreement or its representations and warranties hereunder, or committed any other act or suffered any other condition, in each case Other condition that would justify a decree of dissolution of Of the Partnership under the laws of the State of Delaware. In the event a Person ceases to be a General Partner without having transferred Transferred its entire Interest as a General Partner, such Person shall be treated as an unadmitted assignee unadmitted' transferee of an Interest as a result of a Partnership Permitted Transfer of an Interest in accordance with pursuant to Section 10.7 10.5 hereof. If a General Partner Person ceases to be a General Partner for any reason hereunder, such Person shall continue to be liable as a General Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, actual or contingent. A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, or liabilities in damages to the Partnership or another Partner of any Person who ceases to be a General Partner shall be collectible by any legal means and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts mounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilities. (b) It is the intention of the Partners that the Partnership not dissolve as a result of the cessation of any General Partner’s status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 12.1 shall govern. (c) If at the time a Person ceases to be a General Partner such Person is also a Limited Partner or an Interest Holder with respect to Interests other than its Interest as a General Partner, such cessation shall not affect such Person’s rights and obligations with respect to such Interests.

Termination of Status as General Partner. (a) A General Partner shall cease to be a General Partner upon the first earliest to occur of of: (i) the Bankruptcy retirement of such Partnerits entire Interest in accordance with Section 11.08; (ii) the Bankruptcy of the General Partner; (iii) the Transfer of such the General Partner’s 's entire Interest as a General Partner; provided that the transferee of such Interest is admitted as a substituted General Partner pursuant to Section 11.2(b) hereof11.02 (so long as a substitute General Partner is admitted pursuant to Section 11.06 at or prior to such time); (iiiiv) the involuntary Transfer by operation of law of such General Partner’s Interest in 's Interest; (v) the Partnership, vote of all of the other Partners to approve a request by such General Partner to withdraw; or (ivvi) the vote of the Class A Limited Partner to remove such General Partner after such General Partner has committed attempted to make a material breach Transfer of this Agreementits Interest that is not permitted under Section 11.02. If, or committed at any other act or suffered any other conditiontime, in each case that would justify a decree of dissolution of the Partnership under the laws of the State of Delaware. In the event a Person ceases to be a General Partner without having transferred Transferred its entire Interest as a General Partner, such Person shall be treated as an unadmitted assignee transferee of an Interest as a result of a Partnership Interest in accordance with Transfer (other than a Permitted Transfer) pursuant to Section 10.7 hereof11.04. If a Person who is General Partner ceases to be a General Partner for any reason hereunderunder this Agreement, such Person shall continue to be liable as a Partner for all debts debts, obligations and obligations liabilities of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts debts, obligations or liabilities were known or unknown, actual or contingent, unless the substitute General Partner therefor has unconditionally agreed to be liable for all such debts, obligations and liabilities to the same extent as if such substitute General Partner had itself incurred such debts, obligations and liabilities. A Person shall not be liable as a General Partner for debts, obligations or liabilities of the Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, obligations or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible by any legal means means, and the Partnership is authorized, in addition to any other remedies it may have at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, obligations or liabilities. (b) It is the intention of the Partners that the Partnership not dissolve as a result of the cessation of any General Partner’s status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 12.1 shall govern. (c) If at the time a Person ceases to be a General Partner such Person is also a Limited Partner or an Interest Holder with respect to Interests other than its Interest as a General Partner, such cessation shall not affect such Person’s rights and obligations with respect to such Interests.