Common use of Management of the Partnership Clause in Contracts

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers and obligations, as the context requires, of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement and without limiting any powers of the Adviser pursuant to the Advisory Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement and without limiting any powers of the Advisor pursuant to the Advisory Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise expressly provided 8.1 The General Partner shall have sole and exclusive control of the Partnership and its business and affairs. Subject to the limitations in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take any action it deems to be necessary or appropriate in connection with the following actions on behalf business and affairs of the Partnership, including without limitation the power and authority to:

Management of the Partnership. (a) Except 8.1 The General Partner shall have sole authority to manage the business and affairs of the Partnership, which authority shall be delegated as otherwise expressly provided in this Agreement. Subject to the limitations in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take any action it deems to be necessary or appropriate in connection with the following actions on behalf business and affairs of the Partnership, including without limitation the power and authority to:

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions actions, as deemed necessary or desirable in the sole and absolute discretion of the General Partner, on behalf of the Partnership (or any Subsidiary or Subsidiary Partnership:):

Management of the Partnership. (a) 7.1.1 Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions as deemed necessary or desirable in the sole and absolute discretion of the General Partner, on behalf of the Partnership:Partnership (or any Subsidiary or GP Subsidiary):

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement and without limiting any powers of the Adviser pursuant to the Advisory Agreement, the powers of the General Partner shall include, without limitation, include the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, stated and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions actions, directly or indirectly, on behalf of the Partnership or for the benefit of the Partnership through any Partnership-owned Entity or otherwise:

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. No General Partner may be removed by the Partners, with or without cause, except with the consent of the General Partner. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership, including whether to cause changes in the Partnership’s business activities. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the The General Partner shall have full, complete sole and exclusive discretion right to manage manage, control and control conduct the business affairs of the Partnership for the purposes herein stated, and shall make to do any and all decisions affecting the business and assets acts on behalf of the Partnership. Subject In particular, all decisions with respect to the restrictions specifically contained in this Agreement, the powers of the General Partner shall includeSecurities including, without limitation, the authority deployment or redeployment, holding, disposition, distribution to take Partners or any similar decisions will be made solely by the following actions on behalf of the Partnership:General Partner.

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this AgreementAgreement (including, without limitation, Sections 5.08 and 6.07), the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (af) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise expressly provided in to the extent that the consent of the Limited Partner is specifically required by this Limited Partnership Agreement, the General Partner shall have full, complete complete, and exclusive discretion to manage and control the business of the Partnership for the purposes herein statedPartnership, and shall make all decisions affecting the business of the Partnership and assets shall use its best efforts to carry out the purpose of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the The General Partner shall include, without limitation, devote to the authority to take Partnership business such time as shall reasonably be required for the following actions on behalf of the Partnership:conduct thereof. 4.2

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement and without limiting any powers of the Adviser pursuant to the Advisory Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) a. Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. , Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise expressly provided 8.1 The General Partner shall have sole and exclusive control of the Partnership and its business and affairs. Subject to the limitations in this Agreement, Agreement the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take any action it deems to be necessary or appropriate in connection with the following actions on behalf business and affairs of the Partnership, including without limitation the power and authority to:

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the The General Partner shall shall, subject to the limitations hereinafter set forth, have full, complete and exclusive discretion and authority to manage and control the business and affairs of the Partnership for the purposes purpose herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of In so doing the General Partner shall include, without limitation, take all actions reasonably necessary and appropriate to conduct the authority to take the following actions on behalf business and affairs of the Partnership:Partnership as a reasonable, prudent businessman would conduct his own

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement and without limiting any powers of the Adviser pursuant to the Management Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership Partnership, for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, and except with respect to Major Decisions, the Sponsor General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the Sponsor General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) 6.1.1 Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the The General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for to the best of its ability, and to do any and all acts and things necessary, proper or convenient to carry out the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject , in accordance with and subject to the restrictions specifically contained in this Agreement, the powers provisions of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:Article III hereof.

Management of the Partnership. (ae) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise expressly specifically provided in this AgreementAgreement to the contrary, the business and affairs of the Partnership shall be carried on and managed by the General Partner Partner, who shall have full, exclusive and complete discretion with respect thereto. The General Partner shall use its best efforts to carry out the purposes and exclusive discretion to manage and control the business of the Partnership and shall devote such time as it shall, in its sole discretion, determine to be required for the purposes herein stated, management and shall make all decisions affecting administration of the business and assets affairs of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:.

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, stated and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers and obligations, as the context requires, of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise expressly provided in this AgreementSubject to clause (c) below, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein statedPartnership, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership, in its sole and absolute discretion:

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, stated and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the PartnershipPartnership or any Subsidiary:

Management of the Partnership. (a) Except as otherwise expressly provided in The General Partner, within the authority granted to it under this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for and to carry out the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this AgreementIn so doing, the powers of the General Partner shall include, without limitation, the authority use its best efforts to take all actions necessary or appropriate to protect the following actions interests of the Limited Partners and the Unit Holders. All decisions made for and on behalf of the Partnership:Partnership by the General Partner shall be binding upon the

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, stated and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General and no Limited Partner shall include, without limitation, have any right to participate in or exercise control or management power over the authority to take the following actions on behalf business and affairs of the Partnership:.

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete complete, and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) 7.1.1 Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions as deemed necessary or desirable in the sole discretion of the General Partner, on behalf of the Partnership:Partnership (or any Subsidiary or GP Subsidiary):

Management of the Partnership. (a) i. Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers and obligations, as the context requires, of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:: #96603748v1

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, include without limitation, limitation the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise when the action of the Limited Partners is expressly provided in required by this AgreementAgreement or any nonvariable provision of the Act, the General Partner shall have full, complete and exclusive discretion authority to manage the Partnership’s business, affairs and control the business of the Partnership for the purposes herein stated, properties and shall to make all decisions affecting related thereto, including, in the business and assets name of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions or on behalf of the Partnership, to:

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the The General Partner shall ----------------------------- have full, exclusive and complete and exclusive discretion to manage and control the business and affairs of the Partnership for the purposes herein statedPartnership, and shall to make all decisions affecting the business and assets affairs of the Partnership. Subject Partnership and to take all such actions as it deems necessary, appropriate or convenient to accomplish the purpose of the Partnership as set forth herein, all subject, however, to the restrictions specifically contained in this Agreement, the powers provisions of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:Section 16.12 hereof.

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have the full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein statedstated in this Agreement, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership; provided, however, that the General Partner shall not take any action inconsistent with the provisions and terms of the Investment and Securityholders’ Agreement. Subject to the restrictions specifically contained in this Agreement and the Investment and Securityholders’ Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

Management of the Partnership. (a) Except as otherwise when the action of the Limited Partners is expressly provided in required by this AgreementAgreement or any nonvariable provision of the Act, the General Partner shall have full, complete and exclusive discretion authority, as well as a duty, to manage the Partnership’s business, affairs and control the business of the Partnership for the purposes herein stated, properties and shall to make all decisions affecting related thereto, including, in the business and assets name of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions or on behalf of the Partnership, to: