Additional General Partner. If the General Partners shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to be admitted as an additional General Partner, with the same collective economic interest in the Partnership as a General Partner and a Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partner. Upon any such admission of the Special Limited Partner as an additional General Partner, each of the other General Partners hereby agrees that all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited to the execution, delivery, filing and recording of documents and instruments pertaining to the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General Partner. The admission of the Special Limited Partner as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner.
Additional General Partner. Persons may be admitted to the Partnership as additional General Partners with the consent of the General Partner and all of the Limited Partners. The addition of one or more General Partners shall not increase the total distributions or allocations to the General Partners as a group.
Additional General Partner. In the event a General Partner's interest is converted to that of a Limited Partner, a majority of the Limited Partners may admit an additional General Partner to the Partnership.
Additional General Partner. Notwithstanding any other provision of this Agreement (including Section 8.06 hereof) or the Act, upon the occurrence of an Event of Default pursuant to, and as defined in, the Pledge Agreement (as defined in the Issuer Partnership Agreement) (a “Pledge Default”), the Secured Party (as defined in the Pledge Agreement) (or in the event that Counselors determines that the Secured Party should not serve in such capacity, a nominee selected by Counselors (other than Counselors itself or its members)) shall, without any action of any other Person, be automatically admitted as a general partner of the Partnership (an “Agent GP”) upon the execution by such Agent GP of a counterpart signature page to this Agreement. The Agent GP shall have no interest in the profits, losses and capital of the Partnership and will have no right to receive any distributions of Partnership assets. Upon admission of an Agent GP in accordance with the foregoing: (a) such Agent GP is hereby authorized to, and elects to, carry on the business of the Partnership in accordance with the terms of this Agreement and the Act, and the Partnership shall continue without dissolution; and (b) the Person acting as General Partner at the time of the Pledge Default shall no longer have any power to manage the business, property and affairs of the Partnership or have any general power to manage or cause the management of the Partnership under this Agreement or the Act; and (c) the Agent GP shall have all rights, power and authority as General Partner of the Partnership to manage the business, property and affairs of the Partnership and shall have general power to manage or cause the management of the Partnership in accordance with the terms of this Agreement and the Act.
Additional General Partner. Without the prior written consent of -------------------------- the General Partner and a Majority in Interest, no party shall become an additional General Partner hereof unless and until it has executed such certificates and other documents and performed such acts as may be necessary to constitute such party as a general partner, and to preserve the status of the Partnership as a limited partnership. In the event that any additional General Partner(s) shall be admitted to the Partnership in accordance with this Section 5.2, any provision of this Agreement pursuant to which the consent of the General Partner is required shall be deemed also to require the consent of any such additional General Partner(s).
Additional General Partner. Notwithstanding any other provision of this Agreement (including Section 8.06 hereof) or the Act, upon the occurrence of an Event of Default pursuant to, and as defined in, the Pledge Agreement (as defined in the Issuer Partnership Agreement) (a “Pledge Default”), the Secured Party (as defined in the Pledge Agreement) (or in the event that Counselors determines that the Secured Party should not serve in such capacity, a nominee selected by Counselors (other than Counselors itself or its members)) shall, without any action of any other Person, be automatically admitted as a general partner of the Partnership (an “Agent GP”) upon the execution by such Agent GP of a counterpart signature page to this Agreement. The Agent GP shall have no interest in the profits, losses and capital of the Partnership and will have no right to receive any distributions of Partnership assets. Upon admission of an Agent GP in accordance with the foregoing: (a) such Agent GP is hereby authorized to, and elects to, carry on the business of the Partnership in accordance with the terms of this Agreement and the Act, and the Partnership shall continue without dissolution; and (b) the Person acting as General - 26 - 737868395
Additional General Partner. (a) If a Trigger Event under subsection (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (m) or (n) of Section 8.1 has occurred and is continuing, and if the General Partners have not exercised their right under Section 8.4, either Limited Partner shall be entitled to appoint an additional general partner to the Partnership (the “Additional General Partner") who shall serve in addition to the General Partners; provided, however, that at no time shall there be more than one Additional General Partner appointed. Notwithstanding the foregoing sentence, if a Trigger Event described in subsection 8.1(c) is a result solely of a Manufacturer ceasing to be an Eligible Manufacturer, then such a Trigger Event shall not give rise to a right of a Limited Partner to appoint an Additional General Partner. Any Additional General Partner appointed in accordance with this Section 8.3 shall neither be (i) a “non-resident” within the meaning of the Income Tax Act (Canada) nor (ii) a partnership that is not a “Canadian partnership” under subsection 102(1) of the Income Tax Act (Canada). Upon its appointment, the Additional General Partner shall agree in writing with each of the Limited Partners to become a general partner of the Partnership and to be bound by the provisions of this Agreement in the form attached hereto as Schedule H, make a capital contribution to the Partnership of at least $10.00 and carry out the functions that, in the absence of the Additional General Partner’s appointment, the General Partners would be obligated to carry out hereunder after a Trigger Event. In so doing, the Additional General Partner shall be bound to act in the best interest of the Partnership. The income entitlement of the Additional General Partner shall be set at a commercially marketable rate not to exceed 2% of the liquidation proceeds of Partnership Vehicles. Prior to appointing an Additional General Partner, the Limited Partner seeking to appoint such Additional General Partner shall obtain the approval of the other Limited Partner, such approval not to be unreasonably withheld.
Additional General Partner. 37 14.2 REMOVAL OF A GENERAL PARTNER.....................................................................................37
Additional General Partner. Additional General Partners may be admitted to the Partnership only upon the written consent of each Partner.
Additional General Partner. (a) The Additional General Partner shall have such rights and authority to act for or on behalf of or to bind the Partnership as shall be determined from time to time by the Managing General Partner and reflected in an amendment to this Agreement; provided, however, that the Additional General Partner shall not have any greater rights to act for or on behalf of or to bind the Partnership than have herein been granted to the Managing General Partner. The Additional General Partner shall have no authority to act for or on behalf of or to bind the Partnership until the Additional General Partner shall have executed an instrument pursuant to which it agrees to be bound by the provisions of this Agreement (as amended by any amendment executed by the Managing General Partner pursuant to the provisions of the immediately preceding sentence).
