Common use of LIMITS ON GENERAL PARTNER'S POWERS Clause in Contracts

LIMITS ON GENERAL PARTNER'S POWERS. (a) Anything in this Agreement to the contrary notwithstanding, the General Partner (or, upon appointment pursuant to Section 6.2(h), the Special Representative) shall not cause or permit Citizens Capital to: (i) acquire any assets other than as expressly provided herein; (ii) do any act which would make it impractical or impossible to carry on the ordinary business of Citizens Capital; (iii) possess Partnership property for other than a Partnership purpose; (iv) admit a Person as a Partner, except as expressly provided in this Agreement; (v) make any loans to the General Partner or its Affiliates, other than loans represented by the Convertible Debentures; (vi) perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction; (vii) engage in any activity that is not consistent with the purposes of Citizens Capital, as set forth in Section 2.3; (viii) without the written consent of 66-2/3% in Liquidation Preference of the Partnership Preferred Securities have an order for relief entered with respect to Citizens Capital or commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of Citizens Capital's property, or make any assignment for the benefit of creditors of Citizens Capital; or (ix) borrow money or become liable for the borrowings of any third party or to engage in any financial or others trade or business. (b) So long as the Convertible Debentures are held by Citizens Capital, the General Partner shall not: (i) direct the time, method and place of conducting any proceeding for any remedy available to the Special Representative, or exercising any trust or power conferred on the Special Representative with respect to the Convertible Debentures, (ii) waive any past default which is waivable under the Convertible Debentures, (iii) exercise any right to rescind or annul a declaration that the principal of all the Convertible Debentures shall be due and payable, (iv) consent to any amendment, modification or termination of the Convertible Debentures or of the Indenture without, in each case, obtaining the prior approval of the Holders of not less than 66-2/3% in Liquidation Preference of the Partnership Preferred Securities; provided, however, that where a consent under the Convertible Debentures would require the consent of each holder of Convertible Debentures affected thereby, no such consent shall be given by the General Partner without the prior consent of each Holder of Partnership Preferred Securities. (c) The General Partner shall not revoke any action previously authorized or approved by the Special Representative or by a vote of Holders without the approval of the Holders of not less than 66-2/3% in Liquidation Preference of the Partnership Preferred Securities. The General Partner shall notify all Holders of any notice of default received from the Indenture Trustee with respect to the Convertible Debentures.

LIMITS ON GENERAL PARTNER'S POWERS. (a) Anything in this Agreement to the contrary notwithstanding, the General Partner shall not: (ora) without the prior consent of Three-Fourths-in-Interest of the Limited Partners in any written instrument executed and delivered by Three-Fourths-in-Interest of the Limited Partners to the Partnership, upon appointment pursuant to Section 6.2(h), the Special Representative) shall not cause or permit Citizens Capital the Partnership or any of its Subsidiaries to enter into or otherwise permit any recapitalization, reorganization, reclassification, merger, consolidation, asset sale, liquidation or spin-off, stock split, distribution, dividend, consolidation, subdivision or combination that would not afford to each Limited Partner proportionately the same type and amount (in accordance with the terms of this Agreement) of consideration, or purchase or redeem Interests in the Partnership other than on a pro rata basis from all Limited Partners at the same relative consideration; (b) without the prior consent of the Majority-in-Interest of the Limited Partners (or in the case of clauses (i), (iii) and (iv), Three-Fourths-in-Interest of the Limited Partners) in any written instrument executed and delivered to the Partnership, cause or permit the Partnership or any of its Subsidiaries to: (i) create any additional class of, issue or sell equity interests of the Partnership (or any warrants, options or rights to acquire any assets other than as expressly provided hereinsuch equity interests or securities convertible into or exchangeable into such equity interests); (ii) do initiate, settle or compromise any act action, suit, arbitration or proceeding (“Actions”) (A) in which any amount is claimed by or against the Partnership or (B) that would make it impractical require the Partnership to be subject to any equitable relief or impossible to carry on take or refrain from taking any material action; provided that this clause (ii) shall not apply to the ordinary business settlement or compromise of Citizens CapitalActions against a Partner or its Affiliates for breach of this Agreement; (iii) possess amend, modify or repeal any provision of the formation or organizational documents of the Partnership property for other than or any of its Subsidiaries so as to change the powers, preferences or special rights of the Limited Partners or in a Partnership purposemanner that would otherwise adversely affect the rights of holders of limited partnership Interests; (iv) admit take any material action with respect to any transaction which results in actual or potential conflicts of interest that arise between the Partnership or any of its Subsidiaries and the General Partner or any of the Limited Partners or any of their respective Affiliates (including employees and directors of such Partners and their respective Affiliates), or the payment by the Partnership of any fees or other amounts to a Person as Partner or any Affiliate of a Partner, except as expressly provided in this Agreement; (v) make take (or fail to take) any loans to the General action that would result in any Limited Partner or its Affiliates, affiliates (other than loans represented by the Convertible Debentures; Partnership and its subsidiaries): (viA) perform any act that would subject any Limited Partner being deemed to liability as a general partner be engaged in any jurisdiction; United States trade or business for Federal tax purposes or having unrelated business taxable income for Federal tax purposes or (viiB) engage in being deemed to be a “holding company” or a “subsidiary company” or an “affiliate” of a “holding company” or a “public utility company” under the 1935 Act or any activity that is not consistent with the purposes of Citizens Capital, as set forth in Section 2.3; (viii) without the written consent of 66-2/3% in Liquidation Preference of the Partnership Preferred Securities have an order for relief entered with respect to Citizens Capital or commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now state or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such federal law, or consent a “public utility” under the Federal Power Act or (C) being subject to any other federal or state regulation that, in the appointment reasonable discretion of or taking possession by a receiverthe Majority-in-Interest of the Limited Partners, trustee or other custodian for all or a substantial part of Citizens Capital's property, or make any assignment for the benefit of creditors of Citizens Capital; or (ix) borrow money or become liable for the borrowings of any third party or to engage in any financial or others trade or business. (b) So long as the Convertible Debentures are held by Citizens Capital, the General Partner shall not: (i) direct the time, method and place of conducting any proceeding for any remedy available to the Special Representative, or exercising any trust or power conferred would have an adverse affect on the Special Representative with respect to the Convertible Debentures, (ii) waive Limited Partners or any past default which is waivable under the Convertible Debentures, (iii) exercise any right to rescind or annul a declaration that the principal of all the Convertible Debentures shall be due and payable, (iv) consent to any amendment, modification or termination of the Convertible Debentures or of the Indenture withouttheir affiliates, in each case, obtaining the prior approval of the Holders of not less than 66-2/3% in Liquidation Preference of the Partnership Preferred Securities; provided, however, that where a consent under the Convertible Debentures would require the consent of each holder of Convertible Debentures affected thereby, no such consent shall be given by the General Partner case without the prior consent of each Holder of Partnership Preferred Securities.such Limited Partner; or (cvi) The General Partner shall not revoke enter into any action previously authorized contract, agreement, arrangement or approved by the Special Representative commitment to do or by a vote of Holders without the approval engage in any of the Holders of not less than 66-2/3% in Liquidation Preference of the Partnership Preferred Securities. The General Partner shall notify all Holders of any notice of default received from the Indenture Trustee with respect to the Convertible Debenturesforegoing.