Common use of Restrictions on Authority of the General Partner Clause in Contracts

Restrictions on Authority of the General Partner. (a) Notwithstanding anything contained in this Agreement to the contrary, but subject to Section 12.4(d) hereof, without the written consent of each of the Limited Partners, the General Partner shall not have the authority to: (i) do any act in contravention of this Agreement; (ii) do any act which would make it impossible to achieve the purposes of the Partnership; (iii) possess Partnership assets, or assign rights in specific Partnership assets, for other than a Partnership purpose; (iv) admit a Person as a General Partner; (v) sell, whether through one or a series of transactions, all or substantially all of the assets or property of the Partnership; or (vi) issue new Interests in the Partnership. (b) Notwithstanding anything contained in this Agreement to the contrary, but subject to Section 12.4(d) hereof, without the consent of the Partners holding at least sixty-six and two-thirds percent (66 2/3%) of the Interests, the General Partner shall not have the authority to: (i) in any 12 month period, and except as may be specifically authorized by Sections 12.4(b)(ii) through (xi) in respect of intangible assets of the Partnership, sell or cause to be sold any asset or real property of the Partnership, whether through one or a series of transactions, having a fair market value in excess of $10,000,000 in the aggregate; (ii) permit or cause the Partnership to make any loans, advances or contributions to any Person or guarantee the obligations of any Person; (iii) change or reorganize the Partnership into any other legal form, enter into any joint venture or partnership, or consolidate, convert or merge with or acquire any other entity; (iv) engage in any business other than the Business, except as described in subsection (vi) hereof; (v) incur any indebtedness, including any: (1) indebtedness (other than trade liabilities incurred in the ordinary course of Business) for money borrowed or for the deferred purchase price of money or services in excess of an aggregate of $10,000,000 outstanding at any one time; (2) reimbursement obligation under any letter of credit or banker's acceptance; (3) obligation under any capital lease; (4) obligation with respect to interest rate or currency swap or similar hedging agreement, in excess of an aggregate of $10,000,000 outstanding at any one time; or (5) indebtedness pursuant to any refinancing of all or a portion of the Senior Obligations; (vi) make any equity or debt investment in any other entity other than Permitted Investments or create or permit to exist any subsidiary other than Sithe/Independence Funding Corporation; (vii) make any material expansion of or modification to the Project involving (A) an increase in capital cost in an amount greater than $10,000,000 in the aggregate, or (B) any unreimbursed material increase in annual operation and maintenance expenses; PROVIDED that the planned modifications to convert the Project to cycling operations following June 29, 2001, and the associated capital expenditures (estimated by the Partners as of June 29, 2001 to be approximately $6,000,000) to be made by the Partnership in connection therewith, are hereby approved by the Partners and such expenditures shall not be applied in any manner against the $10,000,000 aggregate threshold in this subsection (vii); (viii) enter into, or suspend, cancel or terminate, or amend, supplement or modify any contract, or engage in any series of transactions, on behalf of the Partnership if (A) such action could reasonably be expected to cause a material adverse change in the condition (financial or otherwise), results of operations, Business or properties or prospects of the Partnership or (B) such contract or series of transactions involves annual expenditures by, or annual revenues to, the Partnership in excess of $10,000,000 in the aggregate outstanding at any one time; (ix) subject to Section 12.8, take any action that could reasonably be expected to result in a loss by the Partnership of the Project's status as a Qualifying Facility, or, in the absence of Qualifying Facility status, the Partnership's status as an Exempt Wholesale Generator; (x) commence, terminate, withdraw or settle, or consent to, any claim or lawsuit, or confess any judgment against the Partnership, which could reasonably be expected to cause a material adverse change in the condition (financial or otherwise), results of operations, Business, properties or prospects of the Partnership; (xi) make any material press release or communication with the general public relating to the Project, unless the failure to promptly make such release would be a violation of Applicable Law or could reasonably be expected to cause a material adverse change in the condition (financial or otherwise), results of operations, Business, properties or prospects of the Partnership; (xii) except as contemplated by Section 12.9 hereof, change the Operator, amend the Operations and Maintenance Agreement in any material respect, or enter into a new operations and maintenance agreement for the Project; (xiii) except as contemplated by Section 12.9 hereof, change the Administrative Services Provider, amend the Administrative Services Agreement in any material respect, or enter into a new administrative services agreement for the Project; or (xiv) enter into any TCC Transaction pursuant to Section 12.11 hereof. (c) For the purpose of obtaining consent to approve or disapprove of a proposed action under Section 12.4 of this Agreement, the General Partner may, in its notice to the other Partners, require written responses from such Partners within a specified time period (not less than fifteen (15) nor more than thirty (30) days from the date that the receipt of such notice of a proposed action is acknowledged by such Partner pursuant to Section 24.10 hereof) and provide that the failure to respond within such time period shall constitute consent for the proposed action. (d) Notwithstanding anything contained in Section 12.1 or this Section 12.4 to the contrary: (i) all contracts and agreements entered into by the Partnership on or prior to July 1, 2001, including, without limitation, the Project Documents, shall be deemed to be approved and are hereby ratified by the Partners; (ii) the Partners hereby expressly pre-approve and ratify any action taken or to be taken by the General Partner, without the consent of any other Partner, for the purpose of: (1) seeking to amend the Indenture in order to permit Sithe Energies, Inc. to own, directly or indirectly, less than fifty-one percent (51%) of the Partnership and less than one hundred percent (100%) of the outstanding voting securities of Sithe/Independence, Inc.; (2) converting Sithe/Independence, Inc. from a Delaware corporation to a Delaware limited liability company in accordance with Applicable Laws; (3) creating or permitting to exist any subsidiary established by the Partnership and authorized by the Federal Energy Regulatory Commission to engage in resales of electrical energy and/or capacity at market-based rates; PROVIDED, HOWEVER, that if a subsidiary is so established, any acts, activities, transactions, the entering into of contracts or agreements and events of similar import that are to be taken, or proposed to be taken, by such subsidiary (or any of its subsidiaries) shall be subject to the provisions of Section 12.4(b) as if such subsidiary (or, if applicable, its subsidiary) were the Partnership; (4) during the period commencing on July 1, 2001 and ending on December 31, 2001, selling, trading, transferring or otherwise disposing of, alienating or encumbering the TCC for all or a portion of the period commencing on July 1, 2001 and ending on December 31, 2001; PROVIDED that the General Partner shall not, without the consent of the other Partners (which consent shall not be unreasonably withheld), take any action that would be reasonably likely to interfere with the right of Oswego Cogen to conduct, on behalf of the Partnership, an auction, sale or other disposition of the TCC pursuant to Section 12.11(a) during or with respect to such period; and (iii) nothing herein shall prohibit the General Partner from taking any action on behalf of the Partnership in order for the Partnership to perform any obligation under any contracts and agreements to which the Partnership is a party and which have been entered into by the Partnership on or prior to July 1, 2001 or in compliance with the provisions of Section 12.4, or if such action is required for the Partnership to comply with Applicable Laws.

Restrictions on Authority of the General Partner. (a) Notwithstanding anything contained in this Agreement to the contrary, but subject to Section 12.4(d) hereof, without the written consent of each of the Limited Partners, the General Partner shall not have the authority to: (i) do any act in contravention of this Agreement; (ii) do any act which would make it impossible to achieve the purposes of the Partnership; (iii) possess Partnership assets, or assign rights in specific Partnership assets, for other than a Partnership purpose; (iv) admit a Person as a General Partner; (v) sell, whether through one or a series of transactions, all or substantially all of the assets or property of the Partnership; or (vi) issue new Interests in the Partnership. (b) Notwithstanding anything contained in this Agreement to the contrary, but subject to Section 12.4(d) hereof, without the consent of the Partners holding at least sixty-six and two-thirds percent (66 2/3%) of the Interests, the General Partner shall not have the authority to: (i) in any 12 month period, and except as may be specifically authorized by Sections 12.4(b)(ii) through (xi) in respect of intangible assets of the Partnership, sell or cause to be sold any asset or real property of the Partnership, whether through one or a series of transactions, having a fair market value in excess of $10,000,000 in the aggregate; (ii) permit or cause the Partnership to make any loans, advances or contributions to any Person or guarantee the obligations of any Person; (iii) change or reorganize the Partnership into any other legal form, enter into any joint venture or partnership, or consolidate, convert or merge with or acquire any other entity; (iv) engage in any business other than the Business, except as described in subsection (vi) hereof; (v) incur any indebtedness, including any: (1) indebtedness (other than trade liabilities incurred in the ordinary course of Business) for money borrowed or for the deferred purchase price of money or services in excess of an aggregate of $10,000,000 outstanding at any one time; (2) reimbursement obligation under any letter of credit or banker's acceptance; (3) obligation under any capital lease; (4) obligation with respect to interest rate or currency swap or similar hedging agreement, in excess of an aggregate of $10,000,000 outstanding at any one time; or (5) indebtedness pursuant to any refinancing of all or a portion of the Senior Obligations; (vi) make any equity or debt investment in any other entity other than Permitted Investments or create or permit to exist any subsidiary other than Sithe/Independence Funding Corporation; (vii) make any material expansion of or modification to the Project involving (A) an increase in capital cost in an amount greater than $10,000,000 in the aggregate, or (B) any unreimbursed material increase in annual operation and maintenance expenses; PROVIDED that the planned modifications to convert the Project to cycling operations following June 29, 2001the date hereof, and the associated capital expenditures (estimated by the Partners as of June 29, 2001 the date hereof to be approximately $6,000,000) to be made by the Partnership in connection therewith, are hereby approved by the Partners and such expenditures shall not be applied in any manner against the $10,000,000 aggregate threshold in this subsection (vii); (viii) enter into, or suspend, cancel or terminate, or amend, supplement or modify any contract, or engage in any series of transactions, on behalf of the Partnership if (A) such action could reasonably be expected to cause a material adverse change in the condition (financial or otherwise), results of operations, Business or properties or prospects of the Partnership or (B) such contract or series of transactions involves annual expenditures by, or annual revenues to, the Partnership in excess of $10,000,000 in the aggregate outstanding at any one time; (ix) subject to Section 12.8, take any action that could reasonably be expected to result in a loss by the Partnership of the Project's status as a Qualifying Facility, or, in the absence of Qualifying Facility status, the Partnership's status as an Exempt Wholesale Generator; (x) commence, terminate, withdraw or settle, or consent to, any claim or lawsuit, or confess any judgment against the Partnership, which could reasonably be expected to cause a material adverse change in the condition (financial or otherwise), results of operations, Business, properties or prospects of the Partnership; (xi) make any material press release or communication with the general public relating to the Project, unless the failure to promptly make such release would be a violation of Applicable Law or could reasonably be expected to cause a material adverse change in the condition (financial or otherwise), results of operations, Business, properties or prospects of the Partnership; (xii) except as contemplated by Section 12.9 hereof, change the Operator, amend the Operations and Maintenance Agreement in any material respect, or enter into a new operations and maintenance agreement for the Project;; or (xiii) except as contemplated by Section 12.9 hereof, change the Administrative Services Provider, amend the Administrative Services Agreement in any material respect, or enter into a new administrative services agreement for the Project; or (xiv) enter into any TCC Transaction pursuant to Section 12.11 hereof. (c) For the purpose of obtaining consent to approve or disapprove of a proposed action under Section 12.4 of this Agreement, the General Partner may, in its notice to the other Partners, require written responses from such Partners within a specified time period (not less than fifteen (15) nor more than thirty (30) days from the date that the receipt of such notice of a proposed action is acknowledged by such Partner pursuant to Section 24.10 hereof) and provide that the failure to respond within such time period shall constitute consent for the proposed action. (d) Notwithstanding anything contained in Section 12.1 or this Section 12.4 to the contrary: (i) all contracts and agreements entered into by the Partnership on or prior to July 1, 2001the date of this Agreement, including, without limitation, the Project Documents, shall be deemed to be approved and are hereby ratified by the Partners; (ii) the Partners hereby expressly pre-approve and ratify any action taken or to be taken by the General Partner, without the consent of any other Partner, for the purpose of: (1) seeking to amend the Indenture in order to permit Sithe Energies, Inc. to own, directly or indirectly, less than fifty-one percent (51%) of the Partnership and less than one hundred percent (100%) of the outstanding voting securities of Sithe/Independence, Inc.; (2) converting Sithe/Independence, Inc. from a Delaware corporation to a Delaware limited liability company in accordance with Applicable Laws; (3) creating or permitting to exist any subsidiary established by the Partnership and authorized by the Federal Energy Regulatory Commission to engage in resales of electrical energy and/or capacity at market-based rates; PROVIDED, HOWEVER, that if a subsidiary is so established, any acts, activities, transactions, the entering into of contracts or agreements and events of similar import that are to be taken, or proposed to be taken, by such subsidiary (or any of its subsidiaries) shall be subject to the provisions of Section 12.4(b) as if such subsidiary (or, if applicable, its subsidiary) were the Partnership; (4) during the period commencing on July 1, 2001 and ending on December 31, 2001, selling, trading, transferring or otherwise disposing of, alienating or encumbering the TCC for all or a portion of the period commencing on July 1, 2001 and ending on December 31, 2001; PROVIDED that the General Partner shall not, without the consent of the other Partners (which consent shall not be unreasonably withheld), take any action that would be reasonably likely to interfere with the right of Oswego Cogen to conduct, on behalf of the Partnership, an auction, sale or other disposition of the TCC pursuant to Section 12.11(a) during or with respect to such period; and (iii) nothing herein shall prohibit the General Partner from taking any action on behalf of the Partnership in order for the Partnership to perform any obligation under any contracts and agreements to which the Partnership is a party and which have been entered into by the Partnership on or prior to July 1, 2001 the date hereof or in compliance with the provisions of Section 12.4, or if such action is required for the Partnership to comply with Applicable Laws.

Restrictions on Authority of the General Partner. (a) Notwithstanding anything contained in this Agreement to the contrary, but subject to Section 12.4(d) hereof, without the written consent of each of the Limited Partners, the General Partner shall not have the authority to: (i) do any act in contravention of this Agreement; (ii) do any act which would make it impossible to achieve the purposes of the Partnership; (iii) possess Partnership assets, or assign rights in specific Partnership assets, for other than a Partnership purpose; (iv) admit a Person as a General Partner; (v) sell, whether through one or a series of transactions, all or substantially all of the assets or property of the Partnership; or (vi) issue new Interests in the Partnership. (b) Notwithstanding anything contained in this Agreement to the contrary, but subject to Section 12.4(d) hereof, without the consent of the Partners holding at least sixty-six and two-thirds percent (66 2/3%) of the Interests, the General Partner shall not have the authority to: (i) in any 12 month period, and except as may be specifically authorized by Sections 12.4(b)(ii) through (xi) in respect of intangible assets of the Partnership, sell or cause to be sold any asset or real property of the Partnership, whether through one or a series of transactions, having a fair market value in excess of $10,000,000 in the aggregate; (ii) permit or cause the Partnership to make any loans, advances or contributions to any Person or guarantee the obligations of any Person; (iii) change or reorganize the Partnership into any other legal form, enter into any joint venture or partnership, or consolidate, convert or merge with or acquire any other entity; (iv) engage in any business other than the Business, except as described in subsection (vi) hereof; (v) incur any indebtedness, including any: (1) indebtedness (other than trade liabilities incurred in the ordinary course of Business) for money borrowed or for the deferred purchase price of money or services in excess of an aggregate of $10,000,000 outstanding at any one time; (2) reimbursement obligation under any letter of credit or banker's acceptance; (3) obligation under any capital lease; (4) obligation with respect to interest rate or currency swap or similar hedging agreement, in excess of an aggregate of $10,000,000 outstanding at any one time; or (5) indebtedness pursuant to any refinancing of all or a portion of the Senior Obligations; (vi) make any equity or debt investment in any other entity other than Permitted Investments or create or permit to exist any subsidiary other than Sithe/Independence Funding Corporation; (vii) make any material expansion of or modification to the Project involving (A) an increase in capital cost in an amount greater than $10,000,000 in the aggregate, or (B) any unreimbursed material increase in annual operation and maintenance expenses; PROVIDED that the planned modifications to convert the Project to cycling operations following June 29, 2001the date hereof, and the associated capital expenditures (estimated by the Partners as of June 29, 2001 the date hereof to be approximately $6,000,000) to be made by the Partnership in connection therewith, are hereby approved by the Partners and such expenditures shall not be applied in any manner against the $10,000,000 aggregate threshold in this subsection (vii); (viii) enter into, or suspend, cancel or terminate, or amend, supplement or modify any contract, or engage in any series of transactions, on behalf of the Partnership if (A) such action could reasonably be expected to cause a material adverse change in the condition (financial or otherwise), results of operations, Business or properties or prospects of the Partnership or (B) such contract or series of transactions involves annual expenditures by, or annual revenues to, the Partnership in excess of $10,000,000 in the aggregate outstanding at any one time; (ix) subject to Section 12.8, take any action that could reasonably be expected to result in a loss by the Partnership of the Project's status as a Qualifying Facility, or, in the absence of Qualifying Facility status, the Partnership's status as an Exempt Wholesale Generator; (x) commence, terminate, withdraw or settle, or consent to, any claim or lawsuit, or confess any judgment against the Partnership, which could reasonably be expected to cause a material adverse change in the condition (financial or otherwise), results of operations, Business, properties or prospects of the Partnership; (xi) make any material press release or communication with the general public relating to the Project, unless the failure to promptly make such release would be a violation of Applicable Law or could reasonably be expected to cause a material adverse change in the condition (financial or otherwise), results of operations, Business, properties or prospects of the Partnership; (xii) except as contemplated by Section 12.9 hereof, change the Operator, amend the Operations and Maintenance Agreement in any material respect, or enter into a new operations and maintenance agreement for the Project;; or (xiii) except as contemplated by Section 12.9 hereof, change the Administrative Services Provider, amend the Administrative Services Agreement in any material respect, or enter into a new administrative services agreement for the Project; or (xiv) enter into any TCC Transaction pursuant to Section 12.11 hereof. (c) For the purpose of obtaining consent to approve or disapprove of a proposed action under Section 12.4 of this Agreement, the General Partner may, in its notice to the other Partners, require written responses from such Partners within a specified time period (not less than fifteen (15) nor more than thirty (30) days from the date that the receipt of such notice of a 26 proposed action is acknowledged by such Partner pursuant to Section 24.10 hereof) and provide that the failure to respond within such time period shall constitute consent for the proposed action. (d) Notwithstanding anything contained in Section 12.1 or this Section 12.4 to the contrary: (i) all contracts and agreements entered into by the Partnership on or prior to July 1, 2001the date of this Agreement, including, without limitation, the Project Documents, shall be deemed to be approved and are hereby ratified by the Partners; (ii) the Partners hereby expressly pre-approve and ratify any action taken or to be taken by the General Partner, without the consent of any other Partner, for the purpose of: (1) seeking to amend the Indenture in order to permit Sithe Energies, Inc. to own, directly or indirectly, less than fifty-one percent (51%) of the Partnership and less than one hundred percent (100%) of the outstanding voting securities of Sithe/Independence, Inc.; (2) converting Sithe/Independence, Inc. from a Delaware corporation to a Delaware limited liability company in accordance with Applicable Laws; (3) creating or permitting to exist any subsidiary established by the Partnership and authorized by the Federal Energy Regulatory Commission to engage in resales of electrical energy and/or capacity at market-based rates; PROVIDED, HOWEVER, that if a subsidiary is so established, any acts, activities, transactions, the entering into of contracts or agreements and events of similar import that are to be taken, or proposed to be taken, by such subsidiary (or any of its subsidiaries) shall be subject to the provisions of Section 12.4(b) as if such subsidiary (or, if applicable, its subsidiary) were the Partnership; (4) during the period commencing on July 1, 2001 and ending on December 31, 2001, selling, trading, transferring or otherwise disposing of, alienating or encumbering the TCC for all or a portion of the period commencing on July 1, 2001 and ending on December 31, 2001; PROVIDED that the General Partner shall not, without the consent of the other Partners (which consent shall not be unreasonably withheld), take any action that would be reasonably likely to interfere with the right of Oswego Cogen to conduct, on behalf of the Partnership, an auction, sale or other disposition of the TCC pursuant to Section 12.11(a) during or with respect to such period; and (iii) nothing herein shall prohibit the General Partner from taking any action on behalf of the Partnership in order for the Partnership to perform any obligation under any contracts and agreements to which the Partnership is a party and which have been entered into by the Partnership on or prior to July 1, 2001 the date hereof or in compliance with the provisions of Section 12.4, or if such action is required for the Partnership to comply with Applicable Laws.