New Limited Partners. Except for a Transferee that receives Units in a Permitted Transfer, a new Limited Partner (a “New Limited Partner”) may be admitted only upon the approval of the General Partner in its sole discretion. Each New Limited Partner shall make such Capital Contribution (if any) and shall receive Units and shall otherwise be admitted upon such terms and conditions required by this Agreement. Admission of a New Limited Partner (including a New Limited Partner holding Units received in a Permitted Transfer) is conditioned upon the execution of a Joinder in the form attached hereto as Exhibit 3.7. Upon such admission of a New Limited Partner, the General Partner shall amend Exhibit 3.1 to reflect the Units owned by such New Limited Partner.
New Limited Partners. In order for a Person to be admitted as a Limited Partner of the Partnership, such Person shall have executed and delivered to the Partnership a written joinder to this Agreement substantially in the form of Exhibit A hereto. Upon the amendment of the Limited Partners Schedule by the Partnership and the satisfaction of any other applicable conditions, including, if a condition, the receipt by the Partnership of payment for the issuance of any applicable Units, such Person shall be admitted as a Limited Partner and deemed listed as such on the books and records of the Partnership and shall be issued such Limited Partner’s Units, and the Partnership shall modify the Limited Partners Schedule to reflect such admittance. The Board shall also adjust the Capital Accounts of the Limited Partners as necessary in accordance with Section 6.2.
New Limited Partners. (1) No change of name or address of a Limited Partner, no Transfer of an interest in the Partnership and no admission of a new Partner will be effective for the purposes of this Agreement until: (a) written notice of the same has been delivered to each of the Partners, the Bond Trustee, CMHC and the Rating Agencies, (b) each of the Partners and the Bond Trustee pursuant to Section 10.1(2)(e) below has consented thereto (provided that such consent shall not be required for the Limited Partner to Transfer all or a portion of its interest in the Partnership to a Subsidiary, provided such Subsidiary is not a Non-Resident), (c) the transferee has in accordance with the requirements of this Agreement, delivered a form of transfer and power of attorney satisfactory to the Managing GP, acting reasonably, and agreed to accede to and become bound by this Agreement and has delivered such documents and other instruments as the Managing GP may reasonably request; and (d) such change, transfer or addition is duly reflected in the Record. The names and addresses of the Limited Partner(s) as reflected from time to time in the Record, as from time to time amended, will be conclusive as to such facts for all purposes of the Partnership.
(2) In addition to the requirements set forth in Section 10.1(1), any new Limited Partner (except a Subsidiary of the Limited Partner, provided such Subsidiary is not a Non- Resident) shall while there are Covered Bonds outstanding:
(a) accede to the terms of the Mortgage Sale Agreement (with such subsequent amendments as may be agreed by the parties thereto) or enter into a new mortgage sale agreement with the Partnership and the Bond Trustee, in each case so that it has, in relation to New Loans and their Related Security to be sold by such new Limited Partner, substantially the same rights and obligations as the Limited Partner had in relation to those Loans and their Related Security comprised in the Initial Covered Bond Portfolio under the Mortgage Sale Agreement;
(b) accede to the Dealership Agreement and enter into such other documents as may be required by the Bond Trustee and/or the Partnership to give effect to the addition of such new Limited Partner to the transactions contemplated under the Programme;
(c) ensure that any New Loans and their Related Security sold by such new Limited Partner to the Partnership comply with the Eligibility Criteria set out in the Mortgage Sale Agreement;
(d) procure that either the Servicer services...
New Limited Partners. The General Partner may admit, -------------------- effective at the beginning of any Fiscal Year, one or more new Limited Partners and determine the terms and conditions thereof, so long as they are identical to the terms and provisions of this Agreement, subject only to the condition that each such new Limited Partner shall execute an appropriate amendment or supplement to this Agreement pursuant to which he agrees to be bound by the terms and provisions hereof. Admission of one or more new Limited Partners shall not be a cause for dissolution of the Partnership. Upon the admission of one or more new Limited Partners, the Capital Account of each Partner shall be adjusted as contemplated by Section 3.04 hereof.
New Limited Partners. The names and addresses of the Limited Partners associated with a Series shall be set forth on Schedule A to the Separate Series Agreement of that Series and also recorded on the Limited Partners Schedule. The Board shall have the right to admit additional Limited Partners only (x) in connection with a Permitted Transfer or (y) with the prior written consent of both the AS Partners and the TowerBrook Partners. A Person shall be admitted as a Limited Partner associated with a Series at the time that Person (i) executes and delivers to the Partnership a written undertaking to be bound by the terms and conditions of this Agreement and the applicable Separate Series Agreement in the form of the Joinder attached as Exhibit C hereto, (ii) is listed by the Partnership as a Limited Partner associated with the Series on Schedules A and B to the applicable Separate Series Agreement and the Limited Partners Schedule, (iv) other than in connection with a Permitted Transfer, makes a Capital Contribution to the applicable Series in an amount determined by the Board in its sole discretion and (v) other than in connection with a Permitted Transfer, satisfies all other conditions to their admission as a Limited Partner. Schedules A and B of each Separate Series Agreement and the Limited Partners Schedule shall be updated from time to time as is necessary and appropriate to, among other things, reflect the admission of additional Limited Partners associated with that Series.
New Limited Partners. In order for a Person to be admitted as a Limited Partner of the Partnership, such Person shall have executed and delivered to the General Partner a written undertaking to be bound by the terms and conditions of this Agreement substantially in the form of either (x) with respect to the initial issuance of Class A Common Interests, an Equity Grant Agreement, or (y) with respect any other Interests or the Transfer of any Interests as set forth herein, Exhibit A hereto. Upon the amendment of the Partners Schedule by the General Partner and the satisfaction of any other applicable conditions, including, if a condition, the receipt by the Partnership of payment for the issuance of any applicable Interests, such Person shall be admitted as a Limited Partner and deemed listed as such on the books and records of the Partnership and shall be issued such Limited Partner’s Interests, and the General Partner shall modify the Partners Schedule to reflect such admittance. The General Partner shall also adjust the Capital Accounts of the Limited Partners as necessary in accordance with Section 6.2.
New Limited Partners. The Managing Partner may admit one or more additional Limited Partners at any time in his sole and absolute discretion. Such additional Limited Partners may be admitted to the Partnership as Class A Limited Partners or as any additional class of Limited Partners created pursuant to Section 1.05. To accomplish the purpose of this Section 6.06, the Managing Partner may do all things appropriate or convenient in connection with the admission of any additional Limited Partner. Additional Limited Partners also shall execute a counterpart of this Agreement, as it may be amended, and shall agree to be bound by all the terms and provisions hereof. The admission of an additional Limited Partner to the Partnership shall not dissolve the Partnership.
New Limited Partners. Upon execution of this Agreement and admission to the Partnership, the Limited Partners agree to contribute the amount set forth in SECTION 4.2 below, subject to the terms and conditions set forth in such Section, in cash to the capital of the Partnership.
New Limited Partners. The Partnership, may, subject to receipt of the consent specified in Section 7.5, from time to time admit one or more new Limited Partners, on terms and conditions determined by the Board of Representatives.
New Limited Partners. After completion of the transition process contemplated by clause 20, New Limited Partners may be admitted to the Limited Partnership with their details added to the Partnership Unit Register provided that such New Limited Partner contributes the required Committed Capital and executes a Deed of Adherence in the form set out in Schedule 2.
