Common use of Admissions and Withdrawals Generally, Nature of Partnership Interest Clause in Contracts

Admissions and Withdrawals Generally, Nature of Partnership Interest. (a) Except as expressly provided in this Agreement, no Partner shall have the right to withdraw from the Partnership or to withdraw any part of its Capital Account and no additional Partner may be admitted to the Partnership. The Non-Managing General Partner and any Limited Partner shall be deemed to have withdrawn as a Partner of the Partnership at such time as such Person has disposed of all Partnership Units and Participation Interests held by such Person in a manner permitted by the terms of this Agreement. Each new Partner shall be admitted as a Partner upon the execution by or on behalf of it of an agreement pursuant to which it becomes bound by the terms of this Agreement and acceptance thereof by the Managing General Partner on behalf of the Partnership. The names and addresses of all Persons admitted as Partners and their status as Managing General Partner, Non-Managing General Partner or a Limited Partner shall be maintained in the records of the Partnership. (b) The entire Partnership Interest of each of the Managing General Partner and the Non-Managing General Partner is a general partner interest, and all Partnership Units or Participation Interest held or hereafter acquired by either such Partner, whether acquired from the Partnership or from any other Partner, is and shall be held in respect of its general partner interest, with the Managing General Partner having those rights and obligations provided to the Managing General Partner by this Agreement and the Non-Managing General Partner having those rights and obligations provided to the Non-Managing General Partner by this Agreement. The entire Partnership Interest of each Limited Partner is a limited partner interest, and all Partnership Units or Participation Interest held or hereafter acquired by a Limited Partner, whether acquired from the Partnership, the Managing General Partner, the Non-Managing General Partner, or any other Limited Partner, shall be held in respect of its limited partner interest, with such Limited Partner having the rights and obligations provided to a Limited Partner under this Agreement. As provided in Section 5, any Partnership Interest represented by a Class N Partnership Unit shall be a non-voting interest regardless of who holds such Class N Partnership Unit.