Common use of Admission of Substituted Limited Partners Clause in Contracts

Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article 10, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate to a purchaser or other transferee, and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a completed and duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article 10, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, withheld such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article 10XI, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate Certificate, or other evidence of the issuance of uncertificated Units, shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate Certificate, or other evidence of the issuance of uncertificated Units, to a purchaser or other transferee, transferee and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor Notwithstanding any other provision of this Agreement, a permitted transferee of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee Limited Partner Interest who does not execute and deliver a Transfer Application (iincluding a Citizenship Certification) shall not be admitted as a Limited Partner and shall have only the rights of an Assignee hereunder, which rights shall include (a) the right to negotiate transfer such Certificate Limited Partner Interest to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. Notwithstanding the foregoing sentence or any provision of this Section 10.2 or other provision of this Agreement, any transferee or other owner or holder of a Limited Partner Interest who does not execute and deliver a properly completed Citizenship Certification shall be subject in all respects to the provisions of this Agreement that apply in such event, including the provisions of Sections 4.8 and 4.9 hereof. No transferor of a Limited Partner Interest or other Person shall have any obligation or responsibility to provide a Transfer Application to a transferee or to assist or participate in any way with respect to or to ensure the completion or delivery thereof or have any liability or responsibility if the transferee neglects or chooses not to execute and deliver a properly completed Transfer Application. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a properly completed Transfer Application Application, containing a Citizenship Certification, shall, by virtue of such execution and delivery, be an Assignee and be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the . The General Partner to such admission. If such consent is withheldshall periodically, such transferee shall be an Assignee. An Assignee shall have an interest in but no less frequently than on the Partnership equivalent to that first Business Day of a each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to allocations which a properly completed, duly executed and distributions, including, without limitation, liquidating distributions, delivered Transfer Application has been received to be recorded in the books and records of the Partnership. With Subject to Section 4.8, with respect to voting rights hereunder attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Except as expressly provided in this Agreement, an Assignee shall have none of the no other rights of a Limited PartnerPartner hereunder, under the Delaware Act, at law, in equity or otherwise.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. No transferor of a Limited Partner Interest or other Person shall have any obligation or responsibility to provide a Transfer Application or Taxation Certification to a transferee or assist or participate in any way with respect to the completion or delivery thereof. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a properly completed Transfer Application Application, containing a Taxation Certification, shall, by virtue of such execution and delivery, be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a properly completed, duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. No transferor of a Limited Partner Interest or other Person shall have any obligation or responsibility to provide a Transfer Application or Tax Certificate to a transferee or assist or participate in any way with respect to the completion or delivery thereof. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a properly completed Transfer Application shall, by virtue of such execution and delivery, be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each Quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a properly completed, duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. No transferor of a Limited Partner Interest or other Person shall have any obligation or responsibility to provide a Transfer Application to a transferee or assist or participate in any way with respect to the completion or delivery thereof. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a properly completed Transfer Application shall, by virtue of such execution and delivery, be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a properly completed, duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit representing a Limited Partner Interest in accordance with Article 10XI, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit representing a Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (ix) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (iiy) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, matter vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit (other than a General Partner Unit) in accordance with Article 10XI, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate (other than a Certificate representing a General Partner Unit) shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (other than a General Partner Unit) (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (ix) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s 's sole discretion, and (iiy) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article 10XI, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (ix) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s 's sole discretion, and (iiy) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Partnership Unit in accordance with Article 10X, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Partnership Units. Each transferee of a Partnership Unit (including, including without limitation, any nominee holder or an agent acquiring such Partnership Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Partnership Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s 's sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, withheld such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership; provided, however, in the event that the transferor of the Partnership Units was an Initial Limited Partner or an Assignee thereof, such transferee shall also be vested with a Redemption Right pursuant to Section 7.5 with respect to such Partnership Units. With respect to voting rights attributable to Partnership Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Partnership Units on any matter, vote such Partnership Units at the written direction of the Assignee who is the Record Holder of such Partnership Units. If no such written direction is received, such Partnership Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article 10, the transferor (A) Any person shall be deemed to have given the transferee the right to seek request admission as a Substituted Limited Partner subject to the conditions of, of and in the manner permitted under, by the terms of this Agreement. A transferor By transfer of a Certificate shallDepositary Receipt, however, only the transferor is deemed to have given the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate to a purchaser or other transferee, and (ii) the right to transfer the right to request admission as a Substituted Limited Partner subject to the conditions of and in the manner permitted under this Agreement. A transferee who does not execute a Transfer Application, however, shall have only the right to negotiate such Depositary Receipt to a purchaser or other transferee in respect of the transferred Unitstransferee. Each transferee of a Unit Depositary Receipt (includingincluding any Person, without limitationsuch as a broker, any dealer, bank, trust company, clearing corporation, other nominee holder or an agent of any of the foregoing, acquiring such Depositary Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied shall apply to become a Substituted Limited Partner with respect to the Depositary Units so transferred to such PersonPerson by executing and delivering a Transfer Application at the time of such transfer. Such Assignee transferee shall become a Substituted Limited Partner (i) at such time as the Managing General Partner consents thereto, which consent may be given or withheld in the Managing General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have is entitled to an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributionsthe right to receive distributions from the Partnership, including, without limitation, including liquidating distributions, but will not have the right to vote directly on Partnership matters and will otherwise be subject to the limitations under the Delaware Act on the rights of the Partnershipan assignee who has not become a limited partner. With respect to voting rights The Managing General Partner will vote, and exercise other powers attributable to Class A Units that are held owned by Assigneesan Assignee at the direction of such Assignee. Unless the Depositary is notified to the contrary, the Managing General Partner shall be deemed to have given its consent to the admission of a transferee as a Substituted Limited Partner, and such admission shall be effective, at and from the Limited Partner with respect thereto and shall, in exercising close of business on the voting rights in respect of such Units on any matter, vote such Units at the written direction last business day of the Assignee who calendar month in which a properly executed Transfer Application is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the other rights of received by a Limited PartnerTransfer Agent.

Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article 10, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s 's sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, withheld such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10ARTICLE IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. No transferor of a Limited Partner Interest or other Person shall have any obligation or responsibility to provide a Transfer Application or Taxation Certification to a transferee or assist or participate in any way with respect to the completion or delivery thereof. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a properly completed Transfer Application Application, containing a Taxation Certification, shall, by virtue of such execution and delivery, be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a properly completed, duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit representing a Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit representing a Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (ix) at such time as the General Partner Board of Supervisors consents thereto, which consent may be given or withheld in the General Partner’s sole Board of Supervisors' discretion, and (iiy) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article Section 10, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate to a purchaser or other transferee, and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor Notwithstanding any other provision of this Agreement, a permitted transferee of a Certificate shallLimited Partner Interest who does not duly execute and deliver a Transfer Application shall not be admitted as a Limited Partner and shall have only the rights of an Assignee hereunder, however, only have which rights shall include (a) the authority right to convey transfer such Limited Partner Interest to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate to a purchaser or other transferee, and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests; provided, however, that the Partnership may, in its sole discretion, treat such transferee as the absolute owner of such Limited Partner Interest for all purposes, except as otherwise required by law or stock exchange regulations. No transferor of a Limited Partner Interest or other Person shall have any obligation or responsibility to provide a Transfer Application to a transferee or to assist or participate in any way with respect to or to ensure the completion or delivery thereof or have any liability or responsibility if the transferee neglects or chooses not to execute and deliver a properly completed Transfer Application. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a properly completed Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the . The General Partner to such admission. If such consent is withheldshall periodically, such transferee shall be an Assignee. An Assignee shall have an interest in but no less frequently than on the Partnership equivalent to that first Business Day of a each calendar quarter, cause any unrecorded transfers of Limited Partner Interests, with respect to allocations which a properly completed, duly executed and distributionsdelivered Transfer Application has been received, including, without limitation, liquidating distributions, to be recorded in the books and records of the Partnership. With respect to voting rights hereunder attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Except as expressly provided in this Agreement, an Assignee shall have none of the no other rights of a Limited PartnerPartner hereunder, under the Delaware Act, at law, in equity or otherwise.

Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article 10XI, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s 's sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10XI, the transferor shall be deemed to have given the transferee (unless a current Limited Partner) the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a properly completed Transfer Application shall, by virtue of such execution and delivery, be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a properly completed, duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (ii) when any such admission transfer is shown recorded on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. No transferor of a Limited Partnership Interest or other Person shall have any obligation or responsibility to provide a Transfer Application or Tax Certification to a transferee or assist or participate in any way with respect to the completion or delivery thereof. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a properly completed Transfer Application Application, containing a Taxation Certification, shall, by virtue of such execution and delivery, be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a properly completed, duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit (other than a General Partner Unit) in accordance with Article 10XI, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate (other than a Certificate representing a General Partner Unit) shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (other than a General Partner Unit) (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (ix) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (iiy) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit representing a Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit representing a Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (ix) at such time as the General Partner Board of Supervisors consents thereto, which consent may be given or withheld in the General Partner’s sole Board of Supervisors’ discretion, and (iiy) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By 13.1.1 A Limited Partner or Assignee shall have the power to give, and by transfer of a Unit in accordance with Article 10, the transferor LP Units shall be deemed to have given given, the transferee the right to seek admission as become a Substituted Limited Partner subject to the conditions of, of and in the manner permitted under, under this Agreement. A transferor of a Certificate shall, however, LP Units shall only have the authority power to convey to give a purchaser or other transferee who does not execute and deliver a Transfer Application Application, (i) the right to negotiate such Certificate LP Units to a purchaser or other transferee, another transferee and (ii) the right to transfer the right to request admission as become a Substituted Limited Partner subject to the conditions of and in the manner permitted under this Agreement to such purchaser or other transferee in respect of the transferred Unitstransferee. Each transferee of LP Units (including any Person, such as a Unit (includingbroker, without limitationdealer, any bank, trust company, clearing corporation, other nominee holder or an agent of any of the foregoing, acquiring such Unit LP Units for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied shall apply to become a Substituted Limited Partner with respect to the LP Units so transferred to such PersonPerson by executing and delivering a Transfer Application at the time of such transfer as provided in Section 12.3. Such A Record Holder of LP Units shall be an Assignee shall become at and from the close of business on the Business Day on which a properly executed Transfer Application is received by the Registrar or a Transfer Agent until the General Partner consents to the admission of the Assignee as a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (ii) when any such admission is shown reflected on the books and records of the Partnership, following the after which time such Record Holder shall be a Substituted Limited Partner. A Limited Partner who has transferred his LP Units to an Assignee shall remain a Limited Partner in respect of such LP Units until such Assignee is admitted as a Substituted Limited Partner pursuant to this Section 13.1. The consent of the General Partner to such admissionmay be granted or withheld in its sole discretion. If such Such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be have been given if the Limited General Partner with respect thereto and shallhas not, in exercising writing, withheld its consent within 24 hours following the voting rights in respect recordation of such Units on any matter, vote such Units at the written direction name of the Assignee who is on the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none books and records of the other rights of a Limited PartnerPartnership.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a BREITBURN ENERGY PARTNERS L.P. SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 63 Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. No transferor of a Limited Partner Interest or other Person shall have any obligation or responsibility to provide a Transfer Application to a transferee or assist or participate in any way with respect to the completion or delivery thereof. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a properly completed Transfer Application shall, by virtue of such execution and delivery, be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a properly completed, duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article 10XI, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, including any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (ix) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (iiy) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a an LP Unit in accordance with Article 1011, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a an LP Unit Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such LP Unit Certificate to a purchaser or other transferee, transferee and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred LP Units. Each transferee of a an LP Unit (including, without limitation, any nominee holder or an agent acquiring such LP Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the LP Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s 's sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to LP Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such LP Units on any matter, vote such LP Units at the written direction discretion of the Assignee who is the Record Holder of such LP Units. If no such written direction is received, such LP Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. No transferor of a Limited Partner Interest or other Person shall have any obligation or responsibility to provide a Transfer Application or Taxation Certification to a transferee or assist or participate in any way with respect to the completion or delivery thereof. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a properly completed Transfer Application Application, containing a Taxation Certification, shall, by virtue of such execution and delivery, be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a properly completed, duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership, but a transferee of a Limited Partner Interest who has not become an Assignee shall not be entitled to any allocations or distributions, including liquidating distributions of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate to a purchaser or other transferee, and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, transferred in accordance with Article IV shall be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests transferred in accordance with Article IV to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to ENCORE ENERGY PARTNERS LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 71 such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. No transferor of a Limited Partner Interest or other Person shall have any obligation or responsibility to provide a Transfer Application to a transferee or assist or participate in any way with respect to the completion or delivery thereof. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a properly completed Transfer Application shall, by virtue of such execution and delivery, be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a properly completed, duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article 10XI, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s 's sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, withheld such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article 1011, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Unit Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Unit Certificate to a purchaser or other transferee, transferee and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s 's sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction discretion of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article 10, the transferor (A) Any person shall be deemed to have given the transferee the right to seek request admission as a Substituted Limited Partner subject to the conditions of, of and in the manner permitted under, by the terms of this Agreement. A transferor By transfer of a Certificate shallDepositary Receipt, however, only the transferor is deemed to have given the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate to a purchaser or other transferee, and (ii) the right to transfer the right to request admission as a Substituted Limited Partner subject to the conditions of and in the manner permitted under this Agreement. A transferee who does not execute a Transfer Application, however, shall have only the right to negotiate such Depositary Receipt *to a purchaser or other transferee in respect of the transferred Unitstransferee, subject to Section 13.6. Each transferee of a Unit Depositary Receipt (includingincluding any Person, without limitationsuch as a broker, any dealer, bank, trust company, clearing corporation, other nominee holder holder, or an agent of any of the foregoing; acquiring such Depositary Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied shall apply to become a Substituted Limited Partner with respect to the Depositary Units so transferred to such PersonPerson by executing and delivering a Transfer Application at the time of such transfer. Such Assignee transferee shall become a Substituted Limited Partner (i) with respect to Depositary Units transferred at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s 's sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have is entitled to an interest in the Partnership equivalent to that of a Limited Partner with respect to the allocations and distributionsthe right to receive distributions from the Partnership, including, without limitation, including liquidating distributions, but will not have the right to vote on Partnership matters and will otherwise be subject to the limitations under the California Act on the rights of an assignee who has not become a limited partner. Unless the Partnership. With respect Depositary is notified to voting rights attributable to Units that are held by Assigneesthe contrary, the General I Partner shall be deemed to have given its consent to the admission of a transferee as a Substituted Limited Partner, and such admission shall be effective, at and from the Limited Partner with respect thereto and shall, in exercising close of business on the voting rights in respect of such Units on any matter, vote such Units at the written direction last business day of the Assignee who calendar month in which a properly executed Transfer Application is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the other rights of received by a Limited PartnerTransfer Agent.

Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article 10XI, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner 37 subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, including any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (ix) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s 's sole discretion, and (iiy) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10XI, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a properly completed Transfer Application shall, by virtue of such execution and delivery, be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a properly completed, duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (ii) when any such admission transfer is shown recorded on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner. NYC:103990_15.DOC Section 10.3 Admission of Successor General Partner. A successor General Partner approved pursuant to Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner Interest pursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately prior to the withdrawal or removal of the predecessor or transferring General Partner, pursuant to Section 11.1 or 11.2 or the transfer of the General Partner Interest pursuant to Section 4.6, provided, however, that no such successor shall be admitted to the Partnership until compliance with the terms of Section 4.6 has occurred and such successor has executed and delivered such other documents or instruments as may be required to effect such admission. Any such successor shall, subject to the terms hereof, carry on the business of the members of the Partnership Group without dissolution.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HEP LOGISTICS HOLDINGS, L.P. 31 <PAGE> Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate Limited Partner Interest to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and shall be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (ix) at such time as the General Partner consents determines to consent thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (iiy) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be remain an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsAssignee. If no such written direction is received, such Units Partnership Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner. Section 10.3. Admission of Successor or Transferee General Partner. A successor General Partner approved pursuant to Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner's Partnership Interest pursuant to Section 4.2 who is proposed to be admitted as a successor General Partner shall, subject to compliance with the terms of Section 11.3, if applicable, be admitted to the Partnership as the General Partner, effective immediately prior to the withdrawal or removal of the predecessor or transferring General Partner pursuant to Section 11.1 or Section 11.2 or the transfer of the General Partner Interest pursuant to Section 4.2, provided, however, that no such successor shall be admitted to the Partnership until compliance with the terms of Section 4.2 has occurred and such successor has executed and delivered such other documents or instruments as may be required to effect such admission. Any such successor shall, subject to the terms hereof, carry on the business of the members of the Partnership Group without dissolution. Section 10.4.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. No transferor of a Limited Partner Interest or other Person shall have any obligation or responsibility to provide a Transfer Application or Tax Certificate to a transferee or assist or participate in any way with respect to the completion or delivery thereof. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a properly completed Transfer Application shall, by virtue of such execution and delivery, be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld 100 such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each Quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a properly completed, duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate Limited Partner Interest to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and shall be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (ix) at such time as the General Partner consents determines to consent thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (iiy) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be remain an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsAssignee. If no such written direction is received, such Units Partnership Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A ENCORE ENERGY PARTNERS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 63 transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. No transferor of a Limited Partner Interest or other Person shall have any obligation or responsibility to provide a Transfer Application to a transferee or assist or participate in any way with respect to the completion or delivery thereof. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a properly completed Transfer Application shall, by virtue of such execution and delivery, be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a properly completed, duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. ‌ By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a completed and duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By (a) Upon a transfer of a Depositary Unit in accordance with Article 10X, the transferor shall, subject to the provisions of Section I0.04(d), have the power to give, and by transfer of a Depositary Unit, shall be deemed to have given given, the transferee Subsequent Transferee of such Person's Depositary Unit the right to seek admission as apply to become a Substituted Limited Partner with respect to the Depositary Unit acquired, subject to the conditions of, of and in the manner permitted under, under this Agreement. A transferor Subject to the foregoing, each Subsequent Transferee of a Certificate shallDepositary Unit (including any Person, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate to a purchaser or other transferee, and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or broker, dealer, bank, trust company, clearing corporation, other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, any nominee holder or an agent of any of the foregoing, acquiring such Depositary Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and shall be deemed to have applied to become a Substituted Limited Partner with respect to the Units so Depositary Unit transferred to such PersonPerson by executing and delivering a Transfer Application at the time of such transfer as provided in Section 10.04. Such Assignee A Subsequent Transferee of a Depositary Unit who does not execute and deliver a Transfer Application to the Depositary shall become not be a Record Holder, shall not be admitted as a Substituted Limited Partner (i) at such time as and shall only have the General Partner consents thereto, which consent may right to transfer or assign the Depositary Units held by him to a purchaser or other transferee. Such a Subsequent Transferee in addition shall not be given or withheld in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner entitled to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in receive distributions made by the Partnership equivalent pursuant to that of Article V nor be entitled to vote on Partnership matters or any other rights to which Limited Partners are entitled under the Delaware Act or pursuant to this Agreement. After executing and delivering a Transfer Application to the Depositary and pending admission to the Partnership as a Substituted Limited Partner with respect to allocations and distributionsthe Depositary Units transferred to him pursuant to Section 10.04, including, without limitation, liquidating distributions, of the Partnership. With a Subsequent Transferee shall be a Record Holder with respect to voting rights attributable to such Depositary Units that are held by Assignees, the General Partner and shall be deemed entitled to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the other all rights of a Limited Partnerassignees under the Delaware Act and all rights of Record Holders under this Agreement.

Admission of Substituted Limited Partners. By transfer of a Depositary Unit in accordance with Article 10XI hereof, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate Depositary Receipt shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate Depositary Receipt to a purchaser or other transferee, transferee and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Depositary Units. Each transferee of a Depositary Unit (including, without limitation, including any nominee holder or an agent acquiring such Depositary Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, shall be an Assignee and shall be deemed to have applied to become a Substituted Limited Partner with respect to the Depositary Units so transferred to such Person. Person by virtue of executing and delivering such Transfer Application Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s 's sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (ix) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (iiy) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner. Notwithstanding the above, if an Assignee is not a U.S. citizen, such Assignee will not be entitled to give written directions or instructions to the General Partner in respect of such voting rights, and the General Partner shall exercise such voting rights in its discretion.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor Notwithstanding any other provision of this Agreement, a permitted transferee of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee Limited Partner Interest who does not execute and deliver a Transfer Application (iincluding a Taxation Certification) shall not be admitted as a Limited Partner and shall have only the rights of an Assignee hereunder, which rights shall include (a) the right to negotiate transfer such Certificate Limited Partner Interest to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests, and no distributions or allocations will be made in respect of the Limited Partner Interests until a properly completed Transfer Application has been delivered with respect to such Limited Partner Interests. Notwithstanding the foregoing sentence or any provision of this Section 10.2 or other provision of this Agreement, any transferee or other owner or holder of a Limited Partner Interest who does not execute and deliver a properly completed Taxation Certification, and any Ineligible Holder, shall be subject in all respects to the provisions of this Agreement that apply in such event, including the provisions of Sections 4.9 and 4.10 hereof. No transferor of a Limited Partner Interest or other Person shall have any obligation or responsibility to provide a Transfer Application or Taxation Certification to a transferee or to assist or participate in any way with respect to or to ensure the completion or delivery thereof or have any liability or responsibility if the transferee neglects or chooses not to execute and deliver a properly completed Transfer Application. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a properly completed Transfer Application Application, containing a Taxation Certification, shall, by virtue of such execution and delivery, be an Assignee and be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand, until so recorded, such transferee shall be an Assignee. An Assignee The General Partner shall have an interest in periodically, but no less frequently than on the Partnership equivalent to that first Business Day of a each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to allocations which a properly completed, duly executed and distributions, including, without limitation, liquidating distributions, delivered Transfer Application has been received to be recorded in the books and records of the Partnership. With Subject to Section 4.9, with respect to voting rights hereunder attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Except as expressly provided in this Agreement, an Assignee shall have none of the no other rights of a Limited PartnerPartner hereunder, under the Delaware Act, at law, in equity or otherwise.

Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article 10XI, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate Certificate, or other evidence of the issuance of uncertificated Units, shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate Certificate, or other evidence of the issuance of uncertificated Units, to a purchaser or other transferee, transferee and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.. 104

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. No transferor of a Limited Partner Interest or other Person shall have any obligation or responsibility to provide a Transfer Application to a transferee or assist or participate in any way with respect to the completion or delivery thereof. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a properly completed Transfer Application shall, by virtue of such execution and delivery, be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a properly completed, duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, includingABRAXAS ENERGY PARTNERS, without limitation, L.P. SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 63 including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article 10XI, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (ix) at such time as the General Partner Partnership Policy Committee consents thereto, which consent may be given or withheld in the General Partner’s Partnership Policy Committee's sole discretion, and (iiy) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner Partnership Policy Committee shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Depositary Unit in accordance with Article 10XI hereof, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate Depositary Receipt shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate Depositary Receipt to a purchaser or other transferee, transferee and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Depositary Units. Each transferee of a Depositary Unit (including, without limitation, including any nominee holder or an agent acquiring such Depositary Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, shall be an Assignee and shall be deemed to have applied to become a Substituted Limited Partner with respect to the Depositary Units so transferred to such PersonPerson by virtue of executing and delivering such Transfer Application. Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s 's sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate Limited Partner Interest to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, Limited Partner Interest shall be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (ix) at such time as the General Partner consents determines to consent thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (iiy) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be remain an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsAssignee. If no such written direction is received, such Units Partnership Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HEP LOGISTICS HOLDINGS, L.P. Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate Limited Partner Interest to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and shall be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (ix) at such time as the General Partner consents determines to consent thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (iiy) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be remain an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsAssignee. If no such written direction is received, such Units Partnership Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a an LP Unit in accordance with Article 1011, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a an LP Unit Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such LP Unit Certificate to a purchaser or other transferee, transferee and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred LP Units. Each transferee of a an LP Unit (including, without limitation, any nominee holder or an agent acquiring such LP Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the LP Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to LP Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such LP Units on any matter, vote such LP Units at the written direction discretion of the Assignee who is the Record Holder of such LP Units. If no such written direction is received, such LP Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit (other than a General Partner Unit) in accordance with Article 10XI, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate (other than a Certificate representing a General Partner Unit) shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (other than a General Partner Unit) (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i1) with respect to Class A Units, (x) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (iiy) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee; and (2) with respect to Class B Units, immediately upon delivery to the Partnership of a duly completed Transfer Application. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.; provided, that an Assignee with respect to transferred Class B Units shall have all the rights of a Holder of Class B Units set forth in Section 6.3(b) and Section 6.15. ​ ​

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate Limited Partner Interest to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, Limited Partner Interest shall be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (ix) at such time as the General Partner consents determines to consent thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (iiy) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be remain an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of HEP OPERATING COMPANY, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsAssignee. If no such written direction is received, such Units Partnership Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate Limited Partner Interest to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, Limited Partner Interest shall be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (ix) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole 's discretion, and (iiy) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be remain an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsAssignee. If no such written direction is received, such Units Partnership Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (ii) when any such admission transfer is shown recorded on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner. Notwithstanding the above, if an Assignee is not a U.S. citizen, such Assignee will not be entitled to give written directions or instructions to the General Partner in respect of such voting rights, and the General Partner shall exercise such voting rights in its discretion.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate or uncertificated Unit representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate or such uncertificated Unit to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (ix) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (iiy) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner. Notwithstanding the above, if an Assignee is not a U.S. citizen, such Assignee will not be entitled to give written 104 directions or instructions to the General Partner in respect of such voting rights, and the General Partner shall exercise such voting rights in its discretion.

Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article 10, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate to a purchaser or other transferee, and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. .If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article 10XI, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s 's sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, withheld such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.. 77

Admission of Substituted Limited Partners. By (a) Upon a transfer of a Depositary Unit of a Limited Partner or Assignee in accordance with Article 10XII, the transferor shall, subject to the provisions of Section 12.4(d), have the power to give, and by transfer of a Depositary Receipt, shall be deemed to have given given, the transferee of such Person's Depositary Unit the right to seek admission as apply to become a Substituted Limited Partner with respect to the Depositary Unit acquired, subject to the conditions of, of and in the manner permitted under, under this Agreement. A transferor of a Certificate shallSubject to the foregoing, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate to a purchaser or other transferee, and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each each transferee of a Depositary Unit (includingincluding any Person, without limitationsuch as a broker, any dealer, bank, trust company, clearing corporation, other nominee holder holder, or an agent of any of the foregoing, acquiring such Depositary Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and shall be deemed to have applied to become a Substituted Limited Partner with respect to the Units so Depositary Unit transferred to such PersonPerson by executing and delivering a Transfer Application at the time of such transfer as provided in Section 12.4(b). Such Assignee shall become A transferee of a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee Depositary Unit shall be an Assignee. An Assignee shall have an interest with respect to the Depositary Unit acquired in the Partnership equivalent to that of a transfer (whether or not such transferee is a Limited Partner or Substituted Limited Partner with respect to allocations other previously acquired Units or Depositary Units) unless and distributionsuntil the Managing General Partner, includingin its sole and absolute discretion, without limitation, liquidating distributions, consents to the admission of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the such Assignee as a Substituted Limited Partner with respect thereto to the Depositary Unit acquired in the transfer and shallamends (or causes to be amended) this Agreement to reflect such admission, in exercising the voting rights in after which time such transferee shall be a Substituted Limited Partner with respect of to such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the other rights of a Limited PartnerDepositary Unit.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest or of an uncertificated Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application, if a Transfer Application Notice has previously been given, (ia) the right to negotiate such Certificate or transfer of such uncertificated Limited Partner Interest to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. Each transferee No transferor of a Unit (includingLimited Partner Interest or other Person shall have any obligation or responsibility to provide a Transfer Application, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers if a Transfer Application shallNotice has previously been given, by virtue of such execution and delivery, to a transferee or assist or participate in any way with respect to the completion or delivery thereof. An Assignee shall automatically be an Assignee and be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following Partnership or the consent books and records of the General Partner to such admission. If such consent is withheldTransfer Agent, and until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests to be recorded in the books and records of the Partnership or the books and records of the Transfer Agent. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article 10XI, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, including any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (ix) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s 's sole discretion, and (iiy) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article 10XI, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. No transferor of a Limited Partner Interest or other Person shall have any obligation or responsibility to provide a Transfer Application to a transferee or assist or participate in any way with respect to the completion or delivery thereof. Each transferee of a Unit Limited Partner Interest (including, without limitation, including any nominee holder or an agent acquiring such Unit Limited Partner Interest for the account of another Person) who executes and delivers a properly completed Transfer Application shall, by virtue of such execution and delivery, be an Assignee. Such Assignee and shall automatically be deemed admitted to have applied to become the Partnership as a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) Person at such time as the General Partner consents thereto, which consent may be given or withheld such transfer is recorded in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheldand until so recorded, such transferee shall be an Assignee. The General Partner shall periodically, but no less frequently than on the first Business Day of each calendar quarter, cause any unrecorded transfers of Limited Partner Interests with respect to which a properly completed, duly executed Transfer Application has been received to be recorded in the books and records of the Partnership. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsLimited Partner Interests. If no such written direction is received, such Units Limited Partner Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.. 65

Admission of Substituted Limited Partners. By transfer of a Unit Limited Partner Interest in accordance with Article 10IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (ia) the right to negotiate such Certificate Limited Partner Interest to a purchaser or other transferee, transferee and (iib) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred UnitsLimited Partner Interests. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, Limited Partner Interest shall be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units Limited Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (ix) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (iiy) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be remain an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Units Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units Limited Partner Interests on any matter, vote such Units Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such UnitsAssignee. If no such written direction is received, such Units Partnership Interests will not be voted. An Assignee shall have none of the no other rights of a Limited Partner.

Admission of Substituted Limited Partners. (a) A Limited Partner or Assignee shall have the power to give the transferee of such Person's Units the right to seek admission as a Substituted Limited Partner subject to the conditions of and in the manner permitted under this Agreement. By transfer of a Unit in accordance with Article 10Unit, the transferor shall be is deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, of and in the manner permitted under, under this Agreement. A transferor of a Certificate shall, however, shall only have the authority to convey to a purchaser or other transferee who does not execute and deliver a the Transfer Application Application, however, (i) the right to negotiate such Certificate Unit to a purchaser or other transferee, transferee and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (includingincluding any Person, without limitationsuch as a broker, any dealer, bank, trust company, clearing corporation, other nominee holder or an agent of any of the foregoing, acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied shall apply to become a Substituted Limited Partner with respect to the Units so transferred to such PersonPerson by executing and delivering a Transfer Application at the time of such transfer. Such Assignee transferee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s 's sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall continue to be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, including liquidating distributions, distributions of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such UnitsAssignee. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the no other rights of a Limited Partner. The General Partner shall be deemed to have given its consent to the admission of a transferee as a Substituted Limited Partner, and such admission shall be effective, at and from the close of business on the Business Day on which a properly executed Transfer Application is received by the Transfer Agent unless the General Partner notifies the Transfer Agent to the contrary prior to the close of business on the day of the receipt of the Transfer Application.

Admission of Substituted Limited Partners. By transfer of a Unit in accordance with Article 10, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to negotiate such Certificate to a purchaser or other transferee, transferee and (ii) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Units so transferred to such Person. Such Assignee shall become a Substituted Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admission. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none of the other rights of a Limited Partner.