UNDER THE LAWS OF THE STATE OF DELAWARE AND OF EACH OTHER
JURISDICTION IN WHICH SUCH EXISTENCE OR QUALIFICATION IS NECESSARY TO PROTECT
THE LIMITED LIABILITY OF THE LIMITED
32
PARTNERS OR TO ENABLE THE PARTNERSHIP TO CONDUCT THE BUSINESS IN WHICH IT IS
ENGAGED OR TO PERFORM ITS OBLIGATIONS UNDER ANY AGREEMENT TO WHICH IT IS A
PARTY, AND (II) FOR THE ACCOMPLISHMENT OF THE PARTNERSHIP'S PURPOSES, INCLUDING
THE ACQUISITION, MANAGEMENT, MAINTENANCE, PRESERVATION, AND OPERATION OF
PERMITTED ASSETS IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT AND
APPLICABLE LAWS AND REGULATIONS.
WITHOUT LIMITATION OF THE FOREGOING, THE
GENERAL PARTNER SHALL CAUSE THE PARTNERSHIP AND THE PARTNERSHIP SUBSIDIARY TO
MAINTAIN ALL LICENSES, PERMITS, REGISTRATIONS, AUTHORIZATIONS, USE AGREEMENTS,
CONSENTS, ORDERS OR APPROVALS OF GOVERNMENTAL OR QUASI-GOVERNMENTAL AGENCIES AND
AUTHORITIES (WHETHER FEDERAL, STATE, LOCAL, MUNICIPAL OR FOREIGN) NECESSARY TO
OWN THEIR RESPECTIVE PROPERTIES AND TO CONDUCT THEIR RESPECTIVE ACTIVITIES IN
ACCORDANCE WITH ALL APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS, EXCEPT WHERE
ANY FAILURE TO DO SO WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(E)
THE GENERAL PARTNER SHALL DEVOTE TO THE
PARTNERSHIP SUCH TIME AS MAY BE NECESSARY FOR THE PROPER PERFORMANCE OF ALL
DUTIES UNDER THIS AGREEMENT.
(F)
EXCEPT AS OTHERWISE PROVIDED IN
SECTION 1.09 HEREOF, THE GENERAL PARTNER SHALL BE UNDER A FIDUCIARY DUTY TO
CONDUCT THE AFFAIRS OF THE PARTNERSHIP IN THE BEST INTERESTS OF THE PARTNERSHIP,
INCLUDING, WITHOUT LIMITATION, THE SAFEKEEPING AND USE OF ALL OF THE PROPERTY
AND THE USE THEREOF FOR THE EXCLUSIVE BENEFIT OF THE PARTNERSHIP AND WILL NOT
CONDUCT THE AFFAIRS OF THE PARTNERSHIP SO AS TO BENEFIT ANY OTHER BUSINESS NOW
OWNED OR HEREAFTER ACQUIRED BY ANY PARTNER IF SUCH CONDUCT ALSO PRODUCES A
DETRIMENT TO THE PARTNERSHIP.
(G)
ALL DISTRIBUTIONS OR PAYMENTS TO THE
PARTNERS PURSUANT TO ANY PROVISION OF THIS AGREEMENT SHALL BE MADE NO LATER THAN
3:00 P.M., EASTERN TIME, ON THE DAY OF DISTRIBUTION OR PAYMENT, AND, AT THE TIME
OF ANY SUCH DISTRIBUTION OR PAYMENT, THE GENERAL PARTNER SHALL PROVIDE TO THE
PARTNERS A NOTICE IDENTIFYING THE NATURE OF THE DISTRIBUTION OR PAYMENT, THE
SECTION OR SECTIONS OF THIS AGREEMENT PURSUANT TO WHICH IT IS BEING MADE AND THE
AMOUNT BEING DISTRIBUTED OR PAID PURSUANT TO EACH SUCH SECTION.
(H)
PROVIDED THAT NO LIQUIDATING EVENT HAS
OCCURRED, (I) WITHIN FIVE (5) BUSINESS DAYS OF THE PARTNERSHIP SUBSIDIARY'S
FIRST ACQUISITION OF A LEASED ASSET, THE GENERAL PARTNER SHALL CAUSE THE
PARTNERSHIP SUBSIDIARY TO ENTER INTO A LEASE (THE "MASTER LEASE") WITH IMS
HEALTH OR ANY AFFILIATE OF IMS HEALTH, GUARANTEED BY IMS HEALTH, SUBSTANTIALLY
IN THE FORM ATTACHED HERETO AS EXHIBIT D AND PURSUANT TO WHICH LEASED ASSETS
SHALL BE LEASED TO IMS HEALTH OR ANY OF ITS AFFILIATES, AND (II) WITHIN FIVE (5)
BUSINESS DAYS OF THE PARTNERSHIP SUBSIDIARY'S ACQUISITION OF ANY LEASED ASSET,
AND WITHIN TEN (10) BUSINESS DAYS OF THE TERMINATION OF THE INDIVIDUAL LEASING
RECORD TO WHICH ANY LEASED ASSET IS SUBJECT, THE GENERAL PARTNER SHALL CAUSE THE
PARTNERSHIP SUBSIDIARY EITHER (A) TO ENTER