Change in General Partner. The Limited Partnership hereunder shall continue notwithstanding any dissolution, removal or replacement of the General Partner, provided that:
Change in General Partner. Prompt written notice (and in any event within thirty (30) days prior thereto or such shorter period as agreed by the Administrative Agent and the Borrower which permits the Administrative Agent to take timely any applicable required steps or action) of any change in the general partner of the Borrower, which written notice shall be accompanied by such organizational documents, authorizing resolutions, incumbency certificates, good standing certificates, legal opinions and other documents or information as may be reasonably requested by the Administrative Agent in connection therewith.
Change in General Partner. Without the consent of all of the ------------------------- holders of Membership Interests (or other equity interests in a Successor General Partner described below), no Successor General Partner (as defined in the Partnership Agreement) will be elected by the Securityholders and admitted to the Partnership (and no successor general partner of any Subsidiary of the Partnership will be elected by the Securityholders and admitted to such Subsidiary) unless such Successor General Partner is a newly formed, single purpose entity with no other assets or liabilities, and each holder of Membership Units (or such other equity interests described above) is given an opportunity to purchase an ownership interest in such Successor General Partner equivalent in value, voting power and other rights and privileges to the ownership interest in the General Partner which such holder of Membership Interests (or such other equity interests described above) has in such General Partner at such time solely in exchange for such holder's Membership Interests (or such other equity interests described above), and the ownership interests in such Successor General Partner become subject to this Agreement as if such ownership interests were Membership Units. Further, the Securityholders will not elect to dissolve the General Partner or the Partnership (or any successor to such entity) in order to evade or avoid the restrictions set forth above, to remove a holder of Units or Membership Interests, or otherwise to defeat or evade the intent of this paragraph 7.
Change in General Partner. General Partner ceases to be the general partner of MDCP or to be controlled directly or indirectly by at least two of the four Approved Partners, as defined in the Partnership Agreement, who are active employees of the Partnership, as of the date hereof.
