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. 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 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 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 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 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. (a) By acceptance of the transfer of any Limited Partner Interests in accordance with this Section 10.1(a) or the issuance of any Limited Partner Interests in a Unit merger or consolidation pursuant to Article XIV, and except as provided in Section 10.1(b), each transferee of a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred to such Person when any such transfer or admission is reflected in the books and records of the Partnership, with or without execution of this Agreement, (ii) shall become bound by the terms of, and shall be deemed to have executed, this Agreement, (iii) shall become the Record Holder of the Limited Partner Interests so transferred, (iv) represents that the transferee has the capacity, power and authority to enter into this Agreement, (v) grants the powers of attorney set forth in this Agreement and (vi) makes the consents and waivers contained in this Agreement. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute and amendment to this Agreement. Except as provided in Section 10.1(b), a Person may become a Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner without acquiring a Limited Partner Interest and until such Person is reflected in the books and records of the Partnership as the Record Holder of such Limited Partner Interest. The rights and obligations of a Person who is an Ineligible Assignee shall be determined in accordance with Section 10.1(b). (b) Following a FERC Notice, (i) clause (i) of Section 10.1(a) shall no longer be applicable, (ii) the transferor of a Limited Partner Interest made in accordance with Article 10, the transferor IV 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 Agreement and (iii) a transferor of a Certificate shall, however, representing a Limited Partner Interest shall 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 No transferor of a Limited Partnership 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. Following a FERC Notice, 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 properly completed and executed 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, including the accompanying Taxation Certification, 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 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 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 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 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 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 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 (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 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 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 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 close of business on the last business day of the calendar month in which a properly executed Transfer Application is received by a Transfer Agent. (B) Under the terms of the Depositary Agreement, the Depositary shall be obligated to prepare, as of the close of business on the last business day of each month, a list or other appropriate evidence setting forth the transfers of Depositary Units registered by all Transfer Agents since the last business day of the preceding month (the “transfer record”), setting forth the business day on which such Substituted Limited Partner with respect thereto and shallwas admitted to the Partnership and, in exercising as promptly as practicable after the voting rights in respect last business day of such Units on each month, to submit the transfer record to the Managing General Partner. (C) The admission of an Assignee as a Substituted Limited Partner shall be effective without the consent of any matter, vote such Units at the written direction of the Assignee who is Partners other than 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 Managing General 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. (a) By acceptance of the transfer of any Limited Partner Interests in accordance with this Section 10.1(a) or the issuance of any Limited Partner Interests in a Unit merger or consolidation pursuant to Article XIV, and except as provided in Section 10.1(b), each transferee of a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred to such Person when any such transfer or admission is reflected in the books and records of the Partnership, with or without execution of this Agreement, (ii) shall become bound by the terms of, and shall be deemed to have executed, this Agreement, (iii) shall become the Record Holder of the Limited Partner Interests so transferred, (iv) represents that the transferee has the capacity, power and authority to enter into this Agreement, (v) grants the powers of attorney set forth in this Agreement and (vi) makes the consents and waivers contained in this Agreement. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement. Except as provided in Section 10.1(b), a Person may become a Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner without acquiring a Limited Partner Interest and until such Person is reflected in the books and records of the Partnership as the Record Holder of such Limited Partner Interest. The rights and obligations of a Person who is an Ineligible Assignee shall be determined in accordance with Section 10.1(b). (b) Following a FERC Notice, (i) clause (i) of Section 10.1(a) shall no longer be applicable, (ii) the transferor of a Limited Partner Interest made in accordance with Article 10, the transferor IV 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 Agreement and (iii) a transferor of a Certificate shall, however, representing a Limited Partner Interest shall 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 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. Following a FERC Notice, 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 properly completed and executed 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, including the accompanying Taxation Certification, 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 in accordance with Article 10, (a) A Limited Partner shall have the transferor shall be deemed power to have given the transferee give his Assignee the right to seek admission as a Substituted Limited Partner Partner, subject to the conditions of, of and in the manner permitted under, under this Agreement. A transferor of a Certificate shall, however, only have the authority to convey to a purchaser or other transferee who does Such Assignee shall 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 unless the Units so transferred to such Person. Such Assignee General Partner or the Board of Directors consents thereto, which consent shall not be unreasonably withheld; provided, however, that the transferee in a Permitted Transfer will 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 without any such admission is shown on the books and records of the Partnership, following the consent of the General Partner to such admissionor the Board of Directors. If such consent is withheld, such transferee Assignee shall be remain an Assignee. An Assignee shall not have the right to become a Substituted Limited Partner unless the General Partner’s or the Board of Directors’ consent is obtained and unless such Assignee (i) executes an interest in instrument reasonably satisfactory to the Partnership equivalent to that General Partner or the Board of Directors accepting and adopting the terms, provisions, representations and agreements of a Limited Partner set forth in this Agreement, (ii) pays any reasonable expenses in connection with respect his admission as a Table of Contents Limited Partner (including legal and accounting fees and expenses), (iii) executes all required amendments, certificates and other documents, and (iv) performs all acts relating 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, such substitution which the General Partner shall be deemed or the Board of Directors reasonably deems appropriate to be comply with the applicable requirements of law or to preserve the limited liability status of the Limited Partners. (b) The admission of an Assignee as a Substituted 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 shall become effective as of the Assignee who date that such Person’s name and other required information as a Substituted Limited Partner relating to the transferred Partnership Interests is recorded in the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have none records of the other rights of a Limited Partnership unless otherwise agreed by the Assignee and the General 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, 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 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 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 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 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 (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 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 (a) An assignee or transferee of a Unit an interest in accordance with Article 10, the transferor Newco LP shall not be deemed admitted to have given the transferee the right to seek admission Newco LP as a Substituted 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 until (i) such assignee or transferee and transferring Limited Partner has complied with all of the right conditions and procedures set forth in Section 8.2 , (ii) such assignee or transferee has confirmed in writing to negotiate such Certificate to a purchaser or other transfereeGeneral Partner that it has reviewed the terms and conditions of this Agreement, the Newco LP Agreement, the October Investment Agreement and each of the Ancillary Agreements including, without limitation, the events of default, remedy and forfeiture provisions of the Pledge Agreement, and (iiiii) the right to transfer the right to request payment of any reasonable expenses of Newco LP incurred in connection with such 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 attorney's fees). Such assignee or an agent acquiring such Unit for the account of another Person) who executes and delivers transferee shall automatically be admitted to Newco LP as 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 following satisfaction of the Partnership, following the consent provisions 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 this Section 8.3(a). (b) A Person who acquires any Limited Partnership equivalent to that Interests of a Limited Partner pursuant to Section 8.2 but who is not admitted as a substituted Limited Partner pursuant to Section 8.3(a) shall be entitled only to allocations and distributions with respect to allocations and distributionssuch acquired Limited Partnership interests in accordance with this Agreement, includingbut shall have no right to vote or give consent hereunder, without limitation, liquidating distributions, to obtain any information or accounting of the Partnership. With respect to voting rights attributable to Units that are held by Assigneesaffairs of Newco LP, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect not solely as a result of its acquisition of such Units on Limited Partnership Interests obtain or have the right to obtain any mattershares in General Partner, 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 shall not be voted. An Assignee entitled to inspect the books or records of Newco LP and shall not have none of the other any rights of a Limited PartnerPartner under the Delaware Act, this Agreement or the Newco LP Agreement. (c) A transferor of interests shall remain a Limited Partner of Newco LP with respect to such transferred interests until such time, if ever, as the transferee of such interests is admitted as a substituted Limited Partner in accordance with this Agreement.

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 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 (A) A Stockholder (other than a General Partner) who becomes an Assignee 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 Section 12.2 hereof may apply to become a Substituted Limited Partner with respect by executing and delivering to the Units so transferred to such PersonDepositary a Request and Power. Such Each other Assignee shall apply to become a Substituted Limited Partner as provided in Section 14.3. Such other transferee shall be an Assignee with respect to Units transferred to the transferee at and from the close of business on the later of the business day on which a Request and Power is received by the transfer agent or the transfer takes place, and until the Assignee is admitted as a Substituted Limited Partner as to those Units. It is expressly intended that once a Person delivers a proper Request and Power, the Request and Power shall be effective as to all Units owned or acquired by the Person, and the Managing General Partner may elect not to require the delivery of a further Request and Power if the Person acquires additional Units. (iB) Under the terms of the Depositary Agreement, the Depositary may be obligated to prepare as of the close of business on the last business day of each month a list or other appropriate evidence of transfers of Depositary Receipts registered by the Depositary and transfers of Units from a General Partner to a Person who is not a General Partner as described in Section 12.4 since the last business day of the preceding month (hereinafter called "Transfer Record") and, as promptly as possible after the last business day of each month, to submit the Transfer Record to the Partnership. (C) The admission of an Assignee as a Substituted Limited Partner shall occur at such time as the Managing General Partner consents thereto, which consent shall determine. The admission of an Assignee as a Substituted Limited Partner 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 effected without 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, any 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 PartnerPartners.

Admission of Substituted Limited Partners. By transfer (a) Anything in this Agreement to the contrary notwithstanding, no assignee of the whole or any portion of a Unit Limited Partner’s interest in accordance with Article 10, the transferor Partnership 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 in place of his assignor unless the Units so transferred to such Person. Such Assignee shall become a Substituted assigning Limited Partner (i) at such time as shall designate his intention in a written instrument of assignment and unless 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 written consent of the General Partner to such admission. If substitution shall be obtained (which consent shall not be unreasonably withheld), except that the economic benefits of ownership may be transferred or assigned without regard to such consent is withheldif the transfer or assignment will not cause a violation of any applicable securities laws, such transferee cause a termination of the Index Fund or cause the Index Fund to be classified as an association taxable as a corporation. (b) Notwithstanding the granting of the aforementioned consent by the General Partner, the admission of an assignee as a Substituted Limited Partner shall be further conditioned upon: (1) The assignment instrument being in form and substance reasonably satisfactory to the General Partner; (2) The assignor and assignee named therein executing and acknowledging such other instrument or instruments as the General Partner may deem necessary or desirable to effectuate such admission; (3) The assignee’s written acceptance and adoption of all of the terms and provisions of this Agreement as the same may have been amended; (4) The assignee’s execution of a Power of Attorney in the form described in Article XXI; (5) Such assignee paying or obligating himself to pay all reasonable expenses connected with such admission (the amount of such expenses to be determined by the General Partner); and (6) The submission to the General Partner of an Assignee. An Assignee opinion of counsel, in form and substance satisfactory to the General Partner, that the transfer of the interest in the Partnership and the admission of the Substituted Limited Partner, will not cause a violation of any applicable securities laws, cause a termination of the Partnership pursuant to the Code or cause the Partnership to be classified as an association taxable as a corporation. (c) In no event shall have an interest in the Partnership be assigned or transferred to a minor or incompetent. Any such transfer shall be void and ineffectual and shall not bind the Partnership. (d) No transfers may be made where, after the transfer, either the transferee or transferor would hold less than the minimum number of Units equivalent to that of an initial minimum purchase, except for transfers by gift, inheritance, intrafamily transfers, family dissolutions, and transfers to Affiliates, except this restriction will not prevent a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, transferor from transferring all of the Partnership. With respect to voting rights attributable to remaining Units that are held by Assigneesthe transferor. (e) Upon advice of counsel, the General Partner shall be deemed to be eliminate or modify any restrictions on substitutions or assignment at such time as 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 restriction 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 Partnerlonger necessary.

Admission of Substituted Limited Partners. By transfer (a) If a Limited Partner dies, his executor, administrator or trustee, or, if he is adjudicated incompetent, his committee, guardian or conservator, or, if he becomes bankrupt, the trustee or receiver of his estate, shall have all the rights of a Unit Limited Partner for the purpose of settling or managing his estate and such power as the decedent or incompetent possessed to assign all or any part of his Limited Partnership Interests and to join with the assignee thereof in satisfying conditions precedent to such assignee becoming a Substituted Limited Partner. The withdrawal, death, dissolution, adjudication of incompetence or bankruptcy of a Limited Partner shall not dissolve the Partnership. (b) The Partnership need not recognize for any purpose any assignment of all or any fraction of the Limited Partnership Interests of a Limited Partner unless there shall have been filed with the Partnership and recorded on the Partnership's books a duly executed and acknowledged counterpart of the instrument making such assignment, and such instrument evidences the written acceptance by the assignee of all of the terms and provisions of this Agreement, represents that such assignment was made in accordance with Article 10, all applicable laws and regulations and in all other respects is satisfactory in form and substance to the transferor General Partner. (c) Any Limited Partner (other than the Assignor Limited Partner) who shall assign all his Limited Partnership Interests shall cease to be deemed a Limited Partner of the Partnership. (d) An assignee of Limited Partnership Interests (other than a Unitholder) becomes a Substituted Limited Partner only if all of the following conditions are first satisfied: (i) the instrument of assignment sets forth the intention of the assignor that the assignee succeed to have given the transferee the right to seek admission assignor's Limited Partnership Interests 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 his place; (ii) the right to transfer assignee shall have fulfilled the right to request admission requirements of Section 13.01(b); (iii) the assignee shall have paid all reasonable legal fees and filing costs incurred by the Partnership in connection with his substitution as a Substituted Limited Partner; and (iv) the General Partner consents to such purchaser substitution which consent may be granted or withheld in its sole discretion. (e) An assignee of Limited Partnership Interests (other transferee in respect of the transferred Units. Each transferee of than a Unit (including, without limitation, any nominee holder or an agent acquiring such Unit for the account of another PersonUnitholder) 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 does not become a Substituted Limited Partner with respect and who desires to make a further assignment of his Limited Partnership Interests shall be subject to all the provisions hereof 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 same extent and 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 same manner as a Limited Partner with respect desiring to allocations and distributions, including, without limitation, liquidating distributions, make an assignment 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 PartnerPartnership Interests.

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 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 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.

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 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 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 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, 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 (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 A transferee of a Depositary Unit shall be an Assignee shall become with respect to the Depositary Unit acquired in a transfer (whether or not such transferee is a Limited Partner or Substituted Limited Partner with respect to other previously acquired Units or Depositary Units) unless and until the Managing General Partner, in its sole and absolute discretion, consents to the admission of such Assignee as a Substituted Limited Partner (i) at such time as with respect to the General Partner consents thereto, which consent may be given or withheld Depositary Unit acquired in the General Partner’s sole discretion, transfer and amends (iior causes to be amended) when any such admission is shown on the books and records of the Partnership, following the consent of the General Partner this Agreement to reflect such admission. If such consent is withheld, after which time such transferee shall be a Substituted Limited Partner with respect to such Depositary Unit. (b) Under the terms of the Deposit Agreement, the Depositary is obligated to prepare as of the close of business on the last Business Day of each month, a list or other appropriate evidence of all transfers of Depositary Units registered by all Transfer Agents since the last Business Day of the preceding month (hereinafter called the "transfer record") and, as promptly as practicable after the last Business Day of each month, to submit the transfer record to the Managing General Partner. Within thirty (30) days after receipt of the transfer record by the Managing General Partner, the Managing General Partner shall determine whether or not to admit as a Substituted Limited Partner any one or more of the Assignees listed in such transfer record, and shall amend (or cause to be amended) this Agreement in accordance with Section 16.1 and shall prepare and record (or cause to be prepared and recorded) in such jurisdictions (if any) as shall be necessary, an Assignee. An Assignee amendment to the Certificate of Limited Partnership pursuant to Section 2.1, or to any other filing made in such jurisdiction, to reflect the admission as Substituted Limited Partners those Assignees that the Managing General Partner, in its sole and absolute discretion, determines shall have an interest be admitted as Substituted Limited Partners. (c) Anything in this Section 13.2 to the Partnership equivalent contrary notwithstanding, no Person shall be admitted as a Substituted Limited Partner with respect to that a Depositary Unit acquired by transfer without the written consent of the Managing General Partner (whether or not such Record Holder is a Limited Partner with respect to allocations other Units or Depositary Units), which consent may be withheld or granted in the sole and distributions, including, without limitation, liquidating distributions, absolute discretion of the PartnershipManaging General Partner. With respect Each Limited Partner consents to voting rights attributable the admission of each Substituted Limited Partner pursuant to Units the terms of this Agreement, and no further consent of the Partners, other than that are held by Assignees, of the Managing General Partner as aforesaid, shall be deemed required to be the effect such admission. (d) The admission of an Assignee as a Substituted Limited Partner with respect thereto to a Depositary Unit acquired by transfer shall become effective on the date that the Managing General Partner gives its written consent to such admission and shall, in exercising amends this Agreement to reflect such admission. (e) Any Limited Partner who transfers all of his Units and Depositary Units with respect to which he had been admitted as a Limited Partner shall cease to be a Limited Partner of the voting rights in respect Partnership upon a transfer of such Units on any matter, vote such and Depositary Units at in accordance with Article XII and shall have no further rights as a Partner in or with respect to the written direction of Partnership (whether or not the Assignee who is the Record Holder of such Units. If no such written direction former Limited Partner is received, such Units will not be voted. An Assignee shall have none of admitted to the other rights of Partnership as a Substituted Limited Partner). (f) No person shall be entitled to become a Substituted Limited Partner with respect to any Units or Depositary Units except in accordance with this Section 13.2.

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 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 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 (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 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.

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 (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 and shall only have the 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 entitled to receive distributions made by the Partnership pursuant to 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 the Depositary Units transferred to him pursuant to Section 10.04, a Subsequent Transferee shall be a Record Holder with respect to such Depositary Units and shall be entitled to all rights of assignees under the Delaware Act and all rights of Record Holders under this Agreement. (ib) at such time Under the terms of the Depositary Agreement, the Depositary is obligated to prepare as of the close of business on the last Business Day of each month, a list or other appropriate evidence of all transfers of Depositary Units registered by the Transfer Agent since the last Business Day of the preceding month (hereinafter called the "transfer record") and, as promptly as practicable after the last Business Day of each month, to submit transfer record to the General Partner. Within thirty (30) days after receipt of the transfer record by the General Partner consents theretothe General Partner shall determine whether or not to admit as a Substituted Limited Partner any one or more of the Subsequent Transferees listed in such transfer record, and shall, if required, amend (or cause to be amended) this Agreement in accordance with Section 14.01 and shall prepare and record (or cause to be prepared and recorded) in such jurisdictions (if any) as shall be necessary, an amendment to the Certificate of Limited Partnership pursuant to Section 2.01, or to any other filing made in such jurisdiction, to reflect the admission as Substituted Limited Partners of those Subsequent Transferees that the General Partner, in its sole and absolute discretion, determines shall be admitted as Substituted Limited Partners. (c) Anything in this Section 11.02 to the contrary notwithstanding, no Person shall be admitted as a Substituted Limited Partner with respect to a Depositary Unit acquired by transfer without the written consent of the General Partner (whether or not such Record Holder is a Limited Partner with respect to other Units or Depositary Units), which consent may be given withheld or withheld granted in the sole and absolute discretion of the General Partner’s sole discretion. Each Record Holder consents to the admission of each Substituted Limited Partner pursuant to the terms of this Agreement, and no further consent of the Record Holders, other than that of the General Partner as aforesaid, shall be required to effect such admission. (iid) when any The admission of a Subsequent Transferee as a Substituted Limited Partner with respect to a Depositary Unit acquired by transfer shall become effective on the date that the General Partner gives its written consent to such admission and the name of such Subsequent Transferee is shown recorded on the books and records of the Partnership, following the consent . (e) Any Record Holder who transfers all of his Depositary Units with respect to which he had been admitted as a Record Holder shall cease to be a Record Holder of the General Partner Partnership upon a transfer of such Depositary Units in accordance with Article X and shall have no further rights as a Record Holder in or with respect to the Partnership (whether or not the Subsequent Transferee of such admission. If such consent former Record Holder is withheld, such transferee admitted to the Partnership as a Substituted Limited Partner). (f) No person shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent entitled to that of become a Substituted Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to any Depositary Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner except in accordance 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 Partnerthis Section 11.02.

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 (a) A Record Holder of Units shall have the power to give, and by transfer of a Unit in accordance with Article 10, the transferor Certificates representing such Units as permitted under this Agreement 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 transferee of a Certificate shall, however, only have Certificates transferred as permitted under this Agreement shall be an Assignee until the authority General Partner consents 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) admission of the right to transfer the right to request admission Assignee 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 reflected 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 holder of such Units. If no such written direction is received, such Units will not be voted. An Except as provided in this Section 13.2, an Assignee shall have none of the other no rights of a Limited Partner. (b) Each Limited Partner, by requesting and receiving admission to the Partnership, is deemed to approve of the admission of each Substituted Limited Partner pursuant to the terms of this Agreement, and no further approval of Partners, other than that of the General Partner, shall be required to effect such admission. (c) The General Partner shall be deemed to have consented to the admission of an Assignee of LP Units as a Substituted Limited Partner, and the admission of an Assignee of LP Units as a Substituted Limited Partner shall become effective, at the close of business on the first Business Day of the calendar month immediately succeeding the calendar month in which the name of such Person was recorded on the books and records of the Partnership if the General Partner has not, in writing, withheld its consent prior to such time.

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 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 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 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. (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. (b) The admission of an Assignee as a Substituted Limited Partner shall be effected without the consent of any of the Partners other than the General 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 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 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 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 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. By transfer (A) A Stockholder (other than a General Partner) who becomes an Assignee 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 Section 12.2 hereof may apply to become a Substituted Limited Partner with respect by executing and delivering to the Units so transferred to such PersonDepositary a Request and Power. Such Each other Assignee shall apply to become a Substituted Limited Partner as provided in Section 14.3. Such other transferee shall be an Assignee with respect to Units transferred to the transferee at and from the close of business on the later of the business day on which a Request and Power is received by the transfer agent or the transfer takes place, and until the Assignee is admitted as a Substituted Limited Partner as to those Units. It is expressly intended that once a Person delivers a proper Request and Power, the Request and Power shall be effective as to all Units owned or acquired by the Person, and the Managing General Partner may elect not to require the delivery of a further Request and Power if the Person acquires additional Units. (iB) Under the terms of the Depositary Agreement, the Depositary may be obligated to prepare as of the close of business on the last business day of each month a list or other appropriate evidence of transfers of Depositary Receipts registered by the Depositary and transfers of Units from a General Partner to a Person who is not a General Partner as described in Section 12.4 since the last business day of the preceding month (hereinafter called “Transfer Record”) and, as promptly as possible after the last business day of each month, to submit the Transfer Record to the Partnership. (C) The admission of an Assignee as a Substituted Limited Partner shall occur at such time as the Managing General Partner consents thereto, which consent shall determine. The admission of an Assignee as a Substituted Limited Partner 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 effected without 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, any 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 PartnerPartners.

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 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 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 close of business on the last business day of the calendar month in which a properly executed Transfer Application is received by a Transfer Agent. (B) Under the terms of the Depositary Agreement, the Depositary is obligated to prepare, as of the close of business on the last business day of each month, a list or other appropriate evidence setting forth the transfers of Depositary Units registered by all Transfer Agents since the last business day of the preceding month (the "transfer record"), setting forth the business day on which such Substituted Limited Partner was admitted to the Partnership and, as promptly as practicable after the last business day of each month, to submit the transfer record to the General Partner. (C) Any Limited Partner who transfers all of his Units and Depositary Units with respect thereto and shall, in exercising to which he has been admitted as a Limited Partner shall cease to be a Limited Partner of the voting rights in respect Partnership upon a transfer of such Units on any matter, vote such and Depositary Units at in accordance with Article 13 and shall have no further rights as a Partner in or with respect to the written direction of Partnership (whether or not the Assignee who is the Record Holder of such Units. If no such written direction former Limited Partner is received, such Units will not be voted. An Assignee shall have none of admitted to the other rights of Partnership as a Substituted Limited Partner). (D) No person shall be entitled to become a Substituted Limited Partner except in accordance with this Section 14.1. (E) The General Partner will vote and exercise other powers attributable to Units and Depositary Units owned by an Assignee that has not been accepted as a Substituted Limited Partner, in the General Partner's sole 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 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 (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 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.