Interim Manager. If the Fund is dissolved as a result of an event described in Section 12.01A or 12.01B and there is no remaining General Partner, Limited Partners who own at least fifty-one percent (51%) of the Interests of all of the Limited Partners may appoint an interim manager of the Fund, who shall have and may exercise only the rights, powers and duties of the General Partner necessary to preserve the Fund assets, until: (i) a new General Partner is elected under Section 12.02, if the Fund is reconstituted; or (ii) a Liquidator is appointed under Section 13.01, if the Fund is not reconstituted. The interim manager shall not be liable as a General Partner to the Limited Partners and shall, while acting in the capacity of interim manager on behalf of the Fund, be entitled to the same indemnification rights as are set forth in Section 7.05. The interim manager and the Limited Partners who own at least fifty-one percent (51%) of the Interests of all Limited Partners of the reconstituted Fund shall determine the reasonable compensation to be paid to the interim manager for providing services hereunder.
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Sources: Partnership Agreement (Biglari Holdings Inc.), Partnership Agreement (Biglari Holdings Inc.)