Common use of Assignees Clause in Contracts

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units Interest assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of a Partnership Units Interest for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units Interest in any matter presented to the Limited Partners for a vote (such Partnership Units Interest being deemed to have been voted on such matter in the same proportion as all other Partnership Units Interest held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership UnitsInterest, such transferee shall be subject to all of the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of his or its Partnership UnitsInterest.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Limited Partner, as described in Section 11.411.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net LossesLosses and other items of income, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, transferee and shall have the rights granted to Transfer the Limited Partners under Section 8.6Partnership Units provided in this Article 11, but shall not be deemed to be a holder of Partnership Units for any other purpose under this AgreementAgreement (other than as expressly provided in Section 8.6 hereof with respect to a Qualifying Party that becomes a Tendering Party), and shall not be entitled to effect a Consent or vote with respect to such Partnership Units in on any matter presented to the Limited Partners for a vote approval (such Partnership Units being deemed right to have been voted on such matter Consent or vote, to the extent provided in this Agreement or under the same proportion as all other Partnership Units held by Act, fully remaining with the transferor Limited Partners are votedPartner). If In the event that any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, Board of Directors does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units Interest assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of a Partnership Units Interest for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units Interest in any matter presented to the Limited Partners for a vote (such Partnership Units Interest being deemed to have been voted on such matter in the same proportion as all other Partnership Units Interest held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership UnitsInterest, such transferee shall be subject to all of the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of his or its Partnership UnitsInterest.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items, gain, loss deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. A. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net IncomeProfit, Net LossesLoss and any other items of income, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, transferee and shall have the rights granted to transfer the Limited Partners under Section 8.6Partnership Units in accordance with the provisions of this Article 11, but shall not be deemed to be a holder Holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote effect a Consent with respect to such Partnership Units in on any matter presented to the Limited Partners for a vote (such Partnership Units being deemed right to have been voted on such matter in Consent to the same proportion as all other Partnership Units held extent provided by this Agreement or under the Act remaining with the transferor Limited Partners are votedPartner). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all of the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units Interest assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of a Partnership Units Interest for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units Interest in any matter presented to the Limited Partners for a vote (such Partnership Units Interest being deemed to have been voted on such matter in the same proportion as all other Partnership Units Interest held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership UnitsInterest, such transferee shall be subject to all of the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of his or its Partnership UnitsInterest.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net LossesLoss, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 11.03 above as a Substituted Limited Partner, as described in Section 11.411.04 above, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, 8.06 hereof but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does a transferee is not consent to the admission of any permitted transferee under Section 11.3 admitted as a Substituted Limited Partner, as described Partner in accordance with Section 11.411.4(a), such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including (if applicable) the right to redeem Units under Section 8.6 or any separate redemption agreement, and the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units of the same class held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partnera Non-Managing Member, in its sole and absolute discretion, does not consent to provide for the admission of any permitted transferee under Section 11.3 11.4(a) as a Substituted Limited PartnerNon-Managing Member, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest Non-Managing Membership Interest under the Act, including the right to receive distributions from the Partnership Company and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Company Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Membership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Membership Units in any matter presented to the Limited Partners Non-Managing Members for a vote (such Partnership Membership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Membership Units held by Limited Partners Non-Managing Members are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Membership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner Non-Managing Member desiring to make an assignment of Partnership Membership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.411.4(a), such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions and payments from the Partnership and the share of Net IncomeProfit, Net Losses, Losses and any other items of gain, loss and Recapture Income loss, deduction, or credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units Partner for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all of the provisions of this Article XI Section 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 11.03 above as a Substituted Limited Partner, as described in Section 11.411.04 above, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership partner interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, 8.06 hereof but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items, gain, loss deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units of the same class or series held by Limited Partners are voted, to the extent such Partnership Units are entitled to vote on such matter). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General a Limited Partner, in its sole and absolute --------- discretion, does not consent to provide for the admission of any permitted transferee under Section 11.3 11.4(a) as a Substituted Limited Partner, as described in Section 11.4, --------------- ------------ such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in Managing Member withholds its sole and absolute discretion, does not consent to for the admission of any permitted transferee under Section 11.3 as a Substituted Limited PartnerMember, as described in Section 11.411.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership membership interest under the Act, including the right to receive distributions from the Partnership Company and the share of Net Income, Net LossesLosses and other items of income, gain, loss loss, deduction and Recapture Income credit of the Company attributable to the Partnership Membership Units assigned to such transferee, transferee and shall have the rights granted to Transfer the Limited Partners under Section 8.6Membership Units provided in this Article 11, but shall not be deemed to be a holder of Partnership Membership Units for any other purpose under this AgreementAgreement (other than as expressly provided in Section 15.1 hereof with respect to a Qualifying Party that becomes a Tendering Party), and shall not be entitled to effect a Consent or vote with respect to such Partnership Membership Units in on any matter presented to the Limited Partners Non-Managing Members for a vote approval (such Partnership Units being deemed right to have been voted on such matter Consent or vote, to the extent provided in this Agreement or under the same proportion as all other Partnership Units held by Limited Partners are votedAct, fully remaining with the transferor Member). If In the event that any such transferee desires to make a further assignment of any such Partnership Membership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner Non-Managing Member desiring to make an assignment of Partnership Membership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Limited Partner, as described in Section 11.411.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net LossesLosses and other items of income, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, transferee and shall have the rights granted to Transfer the Limited Partners under Section 8.6Partnership Units provided in this Article 11, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent or vote or effect a Redemption with respect to such Partnership Units in on any matter presented to the Limited Partners for a vote approval (such Partnership Units being deemed right to have been voted on such matter Consent or vote or effect a Redemption, to the extent provided in this Agreement or under the same proportion as all other Partnership Units held by Act, fully remaining with the transferor Limited Partners are votedPartner). If In the event that any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items, gain, loss deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under but except as otherwise provided in Section 8.6, but 8.6.A hereof shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all of the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net IncomeProfit, Net LossesLoss and any other items of income, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, transferee and shall have the rights granted to transfer the Limited Partners under Section 8.6Partnership Units in accordance with the provisions of this Article 11, but shall not be deemed to be a holder Holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote effect a Consent with respect to such Partnership Units in on any matter presented to the Limited Partners for a vote (such Partnership Units being deemed right to have been voted on such matter in Consent to the same proportion as all other Partnership Units held extent provided by this Agreement or under the Act remaining with the transferor Limited Partners are votedPartner). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all of the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 above as a Substituted Limited Partner, as described in Section 11.411.4 above, then so long as the General Partner is not prohibiting the proposed transfer pursuant to Sections 11.3C, 11.3D or 11.3E (in which event the transfer shall be void ab initio and shall have no force or effect), such transferee shall be considered an Assignee for purposes of this Agreement, subject, however, to Section 11.6E hereof. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership OP Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.68.7 hereof, but shall not be deemed to be a holder of Partnership OP Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership OP Units in any matter presented to the Limited Partners for a vote (such Partnership OP Units being deemed to have been voted on such matter in the same proportion as all other Partnership OP Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership OP Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership OP Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items, gain, loss deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all of the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.411.2, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, gain and loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to Transfer the Limited Partners under Partnership Units provided in this Article 11, and the rights of Redemption provided in Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote effect a Consent with respect to such Partnership Units in on any matter presented to the Limited Partners for a vote approval (such Partnership Units being deemed to have been voted on such matter in Consent right remaining with the same proportion as all other Partnership Units held by transferor Limited Partners are votedPartner). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, gain and loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to transfer the Limited Partners under Partnership Units provided in this Article 11, and the right of Redemption provided in Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote effect a Consent with respect to such Partnership Units in on any matter presented to the Limited Partners for a vote approval (such Partnership Units being deemed to have been voted on such matter in Consent remaining with the same proportion as all other Partnership Units held by transferor Limited Partners are votedPartner). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, and any other items, gain, loss deduction, and Recapture Income credit of the Partnership attributable to the Partnership OP Units assigned to such transfereetransferee and, and as to the OP Units which were transferred to such Person in a manner permitted under this Agreement, shall have the rights granted to the and obligations set forth in Section 8.6 as though a Limited Partners under Section 8.6Partner, but shall not be deemed to be a holder of Partnership OP Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership OP Units in any matter presented to the Limited Partners for a vote (such Partnership OP Units being deemed deemed, to the extent permitted by law, to have been voted on such matter in the same proportion as all other Partnership OP Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership OP Units, such transferee shall be subject to all of the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership OP Units.

Assignees. If the Managing General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Non- Managing General Partner, as described in Section 11.48.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Incomenet income, Net Lossesnet losses, and any other items, gain, loss deduction and Recapture Income credit of the Partnership attributable to the interest in the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but except as otherwise provided herein shall not be deemed to be a holder of an interest in the Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Non-Managing General Partners for a vote (such interest in the Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units interests held by Limited Non-Managing General Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Unitsinterest in the Partnership, such transferee shall be subject to all of the provisions of this Article XI 8 to the same extent and in the same manner as any Limited Non-Managing General Partner desiring to make such an assignment of Partnership Unitsassignment.

Assignees. If the General Partner, in its sole and absolute discretion, does not ’s consent to is required for the admission of any permitted transferee under Section 11.3 10.3 as a Substituted Limited Partner, as described in Section 11.410.4, and the General Partner withholds such consent, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net LossesLosses and other items of income, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, transferee and shall have the rights granted to Transfer the Limited Partners under Section 8.6Partnership Units provided in this Article X, but shall not be deemed to be a holder of Partnership Units for any other purpose under this AgreementAgreement (other than as expressly provided in Section 14.1 with respect to a Qualifying Party that becomes a Tendering Party), and shall not be entitled to effect a Consent or vote with respect to such Partnership Units in on any matter presented to the Limited Partners for a vote approval (such Partnership Units being deemed right to have been voted on such matter Consent or vote, to the extent provided in this Agreement or under the same proportion as all other Partnership Units held by Act, fully remaining with the transferor Limited Partners are votedPartner). If In the event that any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI X to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.411.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Actreceive, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units Interest assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of a Partnership Units Interest for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units Interest in any matter presented to the Limited Partners for a vote (such Partnership Units Interest being deemed to have been voted on such matter in the same proportion as all other Partnership Units Interests held by Limited Partners are voted). If any such transferee Assignee desires to make a further assignment of any such Partnership UnitsInterest, such transferee Assignee and such transfer shall be subject to all of the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of assign his, her or its Partnership UnitsInterest.

Assignees. If the General Partner, in its sole and absolute reasonable discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the LP Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.68.7, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to there is no Partnership Board Approval for the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units Interest assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of a Partnership Units Interest for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units Interest in any matter presented to the Limited Partners for a vote (such Partnership Units Interest being deemed to have been voted on such matter in the same proportion as all other Partnership Units Interest held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership UnitsInterest, such transferee shall be subject to all of the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of his or its Partnership UnitsInterest.

Assignees. If the General Partner, in its sole and absolute discretion, does not ’s consent to is required for the admission of any permitted transferee under Section 11.3 10.3 as a Substituted Limited Partner, as described in Section 11.410.4, and the General Partner withholds such consent, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net LossesLosses and other items of income, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, transferee and shall have the rights granted to Transfer the Limited Partners under Section 8.6Partnership Units provided in this Article X, but shall not be deemed to be a holder of Partnership Units for any other purpose under this AgreementAgreement (other than as expressly provided in Article XIV with respect to a Qualifying Party that elects to Exchange), and shall not be entitled to effect a Consent or vote with respect to such Partnership Units in on any matter presented to the Limited Partners for a vote approval (such Partnership Units being deemed right to have been voted on such matter Consent or vote, to the extent provided in this Agreement or under the same proportion as all other Partnership Units held by Act, fully remaining with the transferor Limited Partners are votedPartner). If In the event that any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI X to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 above as a Substituted Limited Partner, as described in Section 11.411.4 above, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, 8.6 hereof but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted an Additional Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Actreceive, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items of income, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners or other Limited Partners, where applicable, are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Actreceive, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items, gain, loss deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter matters in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all of the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 above as a Substituted Limited Partner, as described in Section 11.411.4 above, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.68.6 hereof, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Actreceive, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income and any other items of income, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 above as a Substituted Limited Partner, as described in Section 11.411.4 above, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.68.6 hereof, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI Section 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partnera Non-Managing Member, in its sole and absolute discretion, does not consent to provide for the admission of any permitted transferee under Section 11.3 11.4(a) as a Substituted Limited PartnerNon-Managing Member, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest Non-Managing Membership Interest under the Act, including the right to receive distributions from the Partnership Company and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Membership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Membership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Membership Units in any matter presented to the Limited Partners Non- Managing Members for a vote (such Partnership Membership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Membership Units held by Limited Partners Non-Managing Members are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Membership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner Non-Managing Member desiring to make an assignment of Partnership Membership Units.

Assignees. If the General Partner, in its sole and absolute discretion, Partner does not consent to the admission of any permitted transferee Permitted Transferee under Section 11.3 hereof or Section 11.4 hereof as an Additional Limited Partner or a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Gross Income, Net Income, Net LossesLoss and other items of income, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, transferee and shall have the rights granted to Transfer the Limited Partners under Section 8.6Partnership Units provided in this Article 11, but shall not be deemed to be a holder Holder of Partnership Units for any other purpose under this AgreementAgreement (other than as expressly provided in Section 8.6 hereof with respect to a Qualifying Party that becomes a Tendering Party), and shall not be entitled to effect a Consent or vote with respect to such Partnership Units in on any matter presented to the Limited Partners for a vote approval (which such Partnership Units being deemed to have been voted on such matter in right shall remain with the same proportion as all other Partnership Units held by transferor Limited Partners are votedPartner). If In the event that any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items of gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted an Additional Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Actreceive, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items of income, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Additional Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Special Limited Partners or other Additional Limited Partners, where applicable, are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Additional Limited Partner desiring to make an assignment of Partnership Units.

Assignees. (a) If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net IncomeProfit, Net LossesLoss and any other items of income, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, transferee and shall have the rights granted to transfer the Limited Partners under Section 8.6Partnership Units in accordance with the provisions of this Article 11, but shall not be deemed to be a holder Holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote effect a Consent with respect to such Partnership Units in on any matter presented to the Limited Partners for a vote (such Partnership Units being deemed right to have been voted on such matter in Consent to the same proportion as all other Partnership Units held extent provided by this Agreement or under the Act remaining with the transferor Limited Partners are votedPartner). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all of the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net LossesLosses and any other items, gain, loss deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under but except as otherwise provided in Section 8.6, but 8.6.A hereof shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all of the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as of a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items, gain, loss deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter matters in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all of the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.411.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Actreceive, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units Interest assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of a Partnership Units Interest for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units Interest in any matter presented to the Limited Partners for a vote (such Partnership Units Interest being deemed to have been voted on such matter in the same proportion as all other Partnership Units Interest held by Limited Partners are voted). If any such transferee Assignee desires to make a further assignment of any such Partnership UnitsInterest, such transferee Assignee and such transfer shall be subject to all of the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of assign his, her or its Partnership UnitsInterest.

Assignees. If the General Partner, in its sole and absolute discretionBoard of Directors, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units Interest assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of a Partnership Units Interest for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units Interest in any matter presented to the Limited Partners for a vote (such Partnership Units Interest being deemed to have been voted on such matter in the same proportion as all other Partnership Units Interest held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership UnitsInterest, such transferee shall be subject to all of the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of his or its Partnership UnitsInterest.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 above as a Substituted Limited Partner, as described in Section 11.411.4 above, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership partner interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion manner as all other Partnership Units held CPT LP voted, or if CPT LP is not eligible to vote, then as recommended by Limited Partners are votedthe General Partner). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units. The General Partner shall have no liability under any circumstances with respect to any Assignee as to which it does not have notice.

Assignees. If the Managing General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 hereof as a Substituted Limited Partner, as described in Section 11.411.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership partner interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, gain and loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to transfer the Limited Partners under Units provided in this Article 11, and the exchange rights provided in Section 8.68.6 hereof, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote effect a Consent of the Partners or Consent of the Limited Partners with respect to such Partnership Units in on any matter presented to the Limited Partners for a vote approval (such Partnership Units being deemed to have been voted on such matter in Consent of the same proportion as all other Partnership Units held by Partners or Consent of the Limited Partners are votedremaining with the transferor Limited Partner). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does a transferee is not consent to the admission of any permitted transferee under Section 11.3 admitted as a Substituted Limited Partner, as described Partner in accordance with Section 11.411.4(a), such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to redeem Units under Section 8.6, and the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does a transferee is not consent to the admission of any permitted transferee under Section 11.3 admitted as a Substituted Limited Partner, as described Partner in accordance with Section 11.411.4(a), such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including (if applicable) the right to redeem Units under Section 8.6 or any separate redemption agreement, and the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the Managing General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted a transferee under Section 11.3 as 11.4(a) is not a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to redeem or exchange Class A Limited Partnership Units for Shares or cash under Section 8.6, the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted a transferee under Section 11.3 as 11.4(a) is not a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to exchange Units for Shares under Section 4.2(b), the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.49.3(a), such transferee shall be considered an Assignee for all purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Actreceive, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, and any other items of income, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units Interests assigned to such transferee, it and shall have all of the rights Redemption Rights granted to the Limited Partners under Section 8.6by this Agreement attributable to such Partnership Interests, but shall not be deemed to be a holder of Partnership Units Interests for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units Interests in any matter presented to the Limited Partners for a vote (such Partnership Units Interests being deemed to have been voted on such matter in the same proportion as all other Partnership Units Interests held by Limited Partners are voted). If In the event any such transferee Assignee desires to make a further assignment of any such Partnership UnitsInterests, such transferee Assignee shall be subject to all the provisions of this Article XI IX to the same extent and in the same manner as any a Limited Partner desiring to make an assignment of Partnership UnitsInterests.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, or under Section 11.6E, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, Partners in its their sole and absolute discretion, does do not consent to the admission of any permitted transferee under Section 11.3 11.4 as a Substituted Limited Partnerpartner, as described in Section 11.411.5, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Incomenet income, Net Losses, net losses and any other items of gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.65.5, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 above as a Substituted Limited Partner, as described in Section 11.411.4 above, such transferee shall be considered an Assignee for purposes of this Agreement, subject, however, to Section 11.7 -53- 62 hereof. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.68.6 hereof, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items of gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all of the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner or Substituted Preferred Limited Partner, as described in Section 11.411.4B, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net LossesLosses and any other items, gain, loss deduction and Recapture Income credit of the Partnership attributable to the Partnership OP Units or the Preferred Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership OP Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units or a Preferred Limited Partner in any matter presented to the Limited Partners and Preferred Limited Partners for a vote (such Partnership OP Units and Preferred Units being deemed to have been voted on such matter in the same proportion as all other Partnership OP Units and Preferred Units held by Limited Partners and Preferred Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership OP Units or Preferred Units, such transferee shall be subject to all of the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner or Preferred Limited Partner desiring to make an assignment of Partnership OP Units or Preferred Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items, gain, loss deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all of the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.. Table of Contents

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an Table of Contents assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net LossesLoss, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted an Additional Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Actreceive, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items of income, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Additional Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Special Limited Partners Partners, Property Limited Partners, Red Butte Limited Partners, Expansion Limited Partners, or other Additional Limited Partners, where applicable, are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Additional Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, and any other items, gain, loss deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under but except as otherwise provided in Section 8.6, but 8.6.A hereof shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all of the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, Partners in its their sole and absolute discretion, does do not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partnerpartner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Incomenet income, Net Losses, net losses and any other items of gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.65.4, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 11.03 above as a Substituted Limited Partner, as described in Section 11.411.04 above, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, gain and loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, 8.06 hereof but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute reasonable discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the LP Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent (and is not deemed to consent) pursuant to Section 11.4 to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net LossesLosses and other items of income, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transfereetransferee but not the right to Transfer the Partnership Units as otherwise provided in this Article 11, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this AgreementAgreement (other than for the purposes of the Partnership's call right pursuant to Section 8.7 or as otherwise expressly provided herein), and shall not be or entitled to effect a Consent or vote with respect to such Partnership Units in on any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in approval. In the same proportion as all other Partnership Units held by Limited Partners are voted). If event that any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General a Limited Partner, in its sole and absolute discretion, does not consent to provide for the admission of any permitted transferee under Section 11.3 11.4(a) as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted, except for Partnership Units assigned by Mr. O. Xxxxxx Xxxxx or any of his Affiliates, which Partnership Units shall be entitled to be voted by such assignee in his, her or its discretion). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee of a Limited Partner shall be entitled to all the rights of an assignee of a limited partnership partner interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and and, as applicable shall have the rights granted to the such Limited Partners Partner under Section 8.68.6 (and be subject to the Call Right granted to the General Partner under Section 8.7), but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion manner as all other the Partnership Units held by Limited Partners are votedthe General Partner). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units. The General Partner shall have no liability under any circumstances with respect to any Assignee as to which it does not have actual notice.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net LossesLoss, Recapture Income, and any other items, gain, loss deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all of the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.68.5, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 1 1.3 hereof as a Substituted Limited Partner, as described in Section 11.41 1.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Income and Net LossesLoss and other items of income, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, transferee and shall have the rights granted to Transfer the Limited Partners under Section 8.6Partnership Units provided in and not precluded by this Article I 1, but shall not be deemed to be a holder of Partnership Units for any other purpose under this AgreementAgreement (other d= as expressly provided in Section 8.6 hereof), and shall not be entitled to effect a Consent or vote with respect to such Partnership Units in on any matter presented to the Limited Partners for a vote approval (such Partnership Units being deemed right to have been voted on such matter Consent or vote, to the extent provided in and not precluded by in tills Agreement or under the same proportion as all other Partnership Units held by Act fully remaining with the transferor Limited Partners are votedPartner). If In the event that any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI I I to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net IncomeProfits, Net Losses, and any other items, gain, loss deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under but except as otherwise provided in Section 8.6, but 8.6 hereof shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all of the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership partner interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, gain, loss and Recapture Income attributable to the Partnership Units assigned to such transferee, and and, as applicable shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion manner as all other the Partnership Units held by Limited Partners are votedthe General Partner). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units. The General Partner shall have no liability under any circumstances with respect to any Assignee as to which it does not have actual notice.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under Section 8.6, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units or consent in any matter presented to the Limited Partners for a vote or consent (such Partnership Units being deemed to have been voted or consented on such matter in the same proportion as all other Partnership Units held by Limited Partners are votedvoted or consented). If In the event any such transferee desires to make a further assignment transfer of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment a transfer of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 of any Partnership Interest as a Substituted Limited Partner, as described in Section 11.4, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net LossesLosses and other items of income, gain, loss loss, deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, transferee and shall have the rights granted to Transfer the Limited Partners under Section 8.6Partnership Units only in accordance with the provisions of this Article XI, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to request a Redemption or effect a Consent or vote or with respect to such Partnership Units in on any matter presented to the Limited Partners for a vote approval (such Partnership Units being deemed right to have been voted on such matter Consent or vote or effect a Redemption, to the extent provided in this Agreement or under the same proportion as all other Partnership Units held by Act, fully remaining with the transferor Limited Partners are votedPartner). If In the event that any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Assignees. If the General Partner, in its sole and absolute discretion, does not consent to the admission of any permitted transferee under Section 11.3 as a Substituted Limited Partner, as described in Section 11.411.04, such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it, and shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any other items, gain, loss deduction and Recapture Income credit of the Partnership attributable to the Partnership Units assigned to such transferee, and shall have the rights granted to the Limited Partners under but except as otherwise provided in Section 8.6, but 8.06.A hereof shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). If In the event any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all of the provisions of this Article XI 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.