Common use of Management and Control of the Partnership Clause in Contracts

Management and Control of the Partnership. Except as otherwise specifically provided elsewhere herein, the management, policies and control of the Partnership shall be vested exclusively in the General Partner. The Partnership shall enter into the Management Agreement with the Management Company, delegating its obligations under the Management Agreement to the Management Company but specifying that such authority shall be exercised in conformity with such agreement and this Agreement. The Management Agreement shall be binding upon the Partnership in accordance with its terms, shall not amend or modify the obligations of the General Partner hereunder nor be inconsistent with the terms of this Agreement and shall not be terminated or amended, nor be assigned to a non-affiliate of the Management Company, and no breaches of any of the provisions of the Management Agreement may be waived, without the approval of the Executive Board. If and to the extent the consent of the Limited Partners is required, whether by operation of law or otherwise, in connection with the assignment of the Management Agreement to a non-affiliate of the Management Company, the Executive Board is authorized and empowered to grant such consent on behalf of the Limited Partners.

Management and Control of the Partnership. Except as otherwise specifically provided elsewhere herein, the management, policies and control of the Partnership shall be vested exclusively in the General Partner. The Partnership shall enter into the Management Agreement with the Management Company, delegating its certain of the General Partner’s obligations under the Management Agreement to the Management Company but specifying that such authority shall be exercised in conformity with such agreement and this Agreement. The Management Agreement shall be binding upon the Partnership in accordance with its terms, shall not amend or modify the obligations of the General Partner hereunder nor be inconsistent with the terms of this Agreement and shall not be terminated or amended, nor be assigned to a non-affiliate of the Management Company, and no breaches of any of the provisions of the Management Agreement may be waived, without the approval of the Executive Board. If and to the extent the consent of the Limited Partners is required, whether by operation of law or otherwise, in connection with the assignment of the Management Agreement to a non-non- affiliate of the Management Company, the Executive Board is authorized and empowered to grant such consent on behalf of the Limited Partners.