Common use of Restrictions and Rights Clause in Contracts

Restrictions and Rights. Notwithstanding the grant of authority to the General Partner under Section 5.1 hereof, without the following specified vote of Limited Partners, the General Partner shall not: a. Refinance, sell or contract to sell substantially all of the assets of the Limited Partnership, including, but not limited to, the Network (Vote of Limited Partners owning at least 2/3 of outstanding Units); b. Do any act in contravention of this Agreement (unanimous); c. Employ, or permit the Limited Partnership to employ, the funds or assets of the Limited Partnership in any manner except for the exclusive benefit of the Limited Partnership (unanimous); or d. Receive any rebates or give-ups, directly or indirectly, or participate in any reciprocal business arrangements which would circumvent such prohibitions and any other prohibitions or restrictions contained herein with respect to the Partnership's dealings with the General Partner or its Affiliates (unanimous). e. Materially alter the use of Proceeds set forth in the Memorandum (Majority Vote).