A PARTNER UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION,
THE OBLIGATIONS IMPOSED BY THIS ARTICLE VI; AND (II) IF SUCH DEEMED TRANSFER IS
NOT MADE IN COMPLIANCE WITH SECTION 6.1(A), THEN THE OTHER PARTNERS SHALL BE
ENTITLED TO MAKE THE ELECTIONS AND EXERCISE THE REMEDIES AVAILABLE TO
NON-DEFAULTING PARTNERS UNDER
44
SECTION 7.2 OF THIS AGREEMENT AGAINST THE DEEMED TRANSFERRING PARTNER AND ITS
DEEMED TRANSFEREE.
6.2
ADDITIONAL PROVISIONS RELATING TO TRANSFER.
(A)
IN THE CASE OF ANY TRANSFER UNDER SECTION 6.1, 6.5, 6.6, 6.7 OR
8.3:
(I)
EXCEPT AS PROVIDED THEREIN, THE TRANSFER OF AN INTEREST SHALL NOT
AFFECT THE APPROVED AGREEMENTS; PROVIDED, HOWEVER, THAT, IF THE TRANSFERRING
PARTNER IS THE MANAGING PARTNER, THEN, WITH RESPECT TO ANY AGREEMENTS BETWEEN
THE PARTNERSHIP AND THE TRANSFERRING MANAGING PARTNER OR ANY RELATED PERSON WITH
RESPECT TO THE TRANSFERRING MANAGING PARTNER FOR THE PROVISION OF MANAGEMENT AND
OTHER SERVICES OF THE TYPE DESCRIBED IN ANNEX D TO THIS AGREEMENT (WHETHER OR
NOT SUCH AGREEMENTS ARE APPROVED AGREEMENTS), THE OTHER PARTNERS (ACTING BY A
MAJORITY OF SUCH PARTNERS' SHARING PERCENTAGES) SHALL HAVE THE OPTION, BY GIVING
30 DAYS' NOTICE TO THE TRANSFERRING MANAGING PARTNER OR SUCH RELATED PERSON, AS
THE CASE MAY BE, TO (A) ELECT TO TERMINATE ANY OR ALL OF SUCH AGREEMENTS IF THE
TRANSFER IS NOT A SPECIAL PARTY TRANSFER OR (B) ELECT TO CAUSE ANY OR ALL OF
SUCH AGREEMENTS TO BE ASSIGNED TO THE TRANSFEREE OR ITS DESIGNEE OR, IF THERE IS
MORE THAN ONE TRANSFEREE, TO ANY PERSON JOINTLY DESIGNATED BY SUCH TRANSFEREES.
IF THE TRANSFER IS NOT A SPECIAL PARTY TRANSFER, THEN UPON THE WRITTEN REQUEST
OF THE NON-TRANSFERRING PARTNERS, THE MANAGING PARTNER AND ITS AFFILIATES SHALL
CONTINUE TO PROVIDE TO THE PARTNERSHIP FOR A PERIOD OF 90 DAYS FOLLOWING THE
DATE OF TRANSFER ANY MANAGEMENT AND OTHER SERVICES OF THE TYPE DESCRIBED IN
ANNEX D THAT WERE BEING PROVIDED BY THEM IMMEDIATELY PRIOR TO THE TRANSFER, AND
THE MANAGING PARTNER AND ITS AFFILIATES SHALL CONTINUE TO BE COMPENSATED FOR
SUCH SERVICES AND REIMBURSED FOR THEIR COSTS IN ACCORDANCE WITH THE PROVISIONS
OF SECTIONS 4.1 AND 4.5 HEREOF, OR IN ACCORDANCE WITH THE PROVISIONS OF ANY
APPLICABLE AGREEMENT, AS THE CASE MAY BE.
UPON ANY SUCH TERMINATION, THE
TRANSFERRING MANAGING PARTNER SHALL COOPERATE AND SHALL CAUSE ITS AFFILIATES TO
COOPERATE WITH THE TRANSFEREE OR TRANSFEREES, AS THE CASE MAY BE, IN ORDER TO
EFFECT AN ORDERLY TRANSITION OF MANAGEMENT SERVICES; AND
(II)
THE TRANSFEREE OR TRANSFEREES OF AN INTEREST, AS THE CASE MAY BE,
SHALL BE REQUIRED TO PAY ANY AND ALL FILING AND RECORDING FEES, FEES OF COUNSEL
AND ACCOUNTANTS AND OTHER COSTS AND EXPENSES REASONABLY INCURRED BY THE
PARTNERSHIP AS A RESULT OF SUCH TRANSFER.
(B)
IN CONNECTION WITH THE TRANSFER OF ANY INTEREST PURSUANT TO
SECTION 6.1, 6.6, 6.7, 6.8 OR 8.3, THE TRANSFEROR AND ITS AFFILIATES WILL BE
OBLIGATED TO SELL TO THE TRANSFEREE, AND THE TRANSFEREE WILL BE OBLIGATED TO BUY
FROM THE TRANSFEROR AND ITS AFFILIATES, ALL (OR IN THE CASE