Common use of Non-Economic Rights Clause in Contracts

Non-Economic Rights. An Assignee shall not, solely by virtue of its status as such, hold any non-economic rights in respect of the Partnership. Without limitation on the preceding sentence, an Assignee’s interest in the Partnership shall not entitle such Assignee to participate in the management, control or operation of the Partnership or its business, act for the Partnership, bind the Partnership under agreements or arrangements with third parties, or vote on Partnership matters. An Assignee shall not have any right to receive or review Partnership books, records, reports or other information; provided, however, that an Assignee may, at its own expense, require that an independent public accounting firm of national or regional standing in the United States review (not more than once per Fiscal Year) the Partnership’s audited financial statements for purposes of determining that such Assignee has received from the Partnership all distributions to which it is entitled in respect of its economic interest in the Partnership. An Assignee shall not hold itself out as a Partner in any forum or for any purpose; provided, however, that, to the extent necessary to maintain consistency with the Partnership’s income tax returns, reports, and other filings, an Assignee shall take the position that it is a Partner solely for income tax purposes. More generally, except as specifically provided in this Agreement, an Assignee shall have none of the rights, benefits or entitlements provided to a constituent partner of a partnership under this Agreement, the Act, or other applicable law. Notwithstanding the foregoing provisions of this Section 7.7(d), an Assignee shall have the amendment consent rights specified in Section 10.5(e).