Common use of Substitute Limited Partners Clause in Contracts

Substitute Limited Partners. (a) No recipient of a Transfer of limited partner interests in the Partnership shall become a Limited Partner except in accordance with this Section 6.2. The General Partner may, with a Majority Vote, admit as a Substitute Limited Partner any Person that acquires a Partnership Interest by Transfer from another Limited Partner in accordance with the provisions of Section 6.1. (b) As additional conditions to the validity of any Transfer of a Limited Partner's interest in the Partnership (or, in the case of a Limited Partner which is not an individual, the interests of the direct and indirect beneficial owners of such Limited Partner), regardless of whether the recipient of a Transfer becomes a Limited Partner, such Transfer shall not: (i) violate the registration provisions of the Securities Act or the securities laws of any applicable jurisdiction, (ii) cause the Partnership to become subject to regulation as an "investment company" under the Investment Company Act, and the rules and regulations of the Securities and Exchange Commission thereunder or to fail to satisfy an exemption from registration thereunder, including by causing there to be more than one hundred (100) beneficial owners of interest in the Partnership as determined in accordance with Section 3(c)(1) of the Investment Company Act, (iii) result in the termination of any contract(s) to which the Partnership is a party and which individually or in the aggregate are material (it being understood and agreed that any contract pursuant to which the Partnership provides investment management or advisory services is material), or (iv) result in the treatment of the Partnership as an association taxable as a corporation or as a "publicly traded limited partnership" for Federal income tax purposes. The General Partner may require reasonable evidence as to the foregoing, including, without limitation, a favorable opinion of counsel. (c) Upon the admission of a substitute Limited Partner, the General Partner shall make the appropriate revisions to Exhibit A hereto.

Substitute Limited Partners. No Limited Partner shall have the right to substitute an Assignee as a Limited Partner in his place. The General Partner shall, however, have the right to consent to the admission of an Assignee as a Substitute Limited Partner, which consent may be given or withheld by the General Partner in its sole discretion. An Assignee may be admitted to the Partnership as a Limited Partner upon furnishing to the General Partner all of the following: (a) No recipient evidence, in form satisfactory to the General Partner, of acceptance of all the terms of this Partnership Agreement including, if the assigning Limited Partner has a deficit restoration obligation as set forth on Schedule B, an assumption of that obligation; (b) if it be a corporation or similar organization, a certified copy of a Transfer resolution of limited partner interests in the Partnership shall its Board of Directors or comparable body authorizing it to become a Limited Partner except in accordance with under the terms of this Section 6.2. The Partnership Agreement and, if requested by the General Partner may, with a Majority Vote, admit as a Substitute Limited Partner any Person that acquires a Partnership Interest by Transfer from another Limited Partner in accordance with the provisions of Section 6.1. (b) As additional conditions to the validity of any Transfer of a Limited Partner's interest in the Partnership (or, in the case of a Limited Partner which is not an individual, the interests of the direct and indirect beneficial owners of such Limited Partner), regardless of whether the recipient of a Transfer becomes a Limited Partner, such Transfer shall not: (i) violate the registration provisions of the Securities Act or the securities laws of any applicable jurisdictiona written legal opinion regarding formation, (ii) cause the good standing and authority to purchase Partnership to become subject to regulation as an "investment company" under the Investment Company Act, and the rules and regulations of the Securities and Exchange Commission thereunder or to fail to satisfy an exemption from registration thereunder, including by causing there to be more than one hundred (100) beneficial owners of interest in the Partnership as determined in accordance with Section 3(c)(1) of the Investment Company Act, (iii) result in the termination of any contract(s) to which the Partnership is a party and which individually or in the aggregate are material (it being understood and agreed that any contract pursuant to which the Partnership provides investment management or advisory services is material), or (iv) result in the treatment of the Partnership as an association taxable as a corporation or as a "publicly traded limited partnership" for Federal income tax purposes. The General Partner may require reasonable evidence as to the foregoing, including, without limitation, a favorable opinion of counsel.Interests; (c) Upon a Power of Attorney substantially identical to that contained in Section 9.11; (d) such other documents or instruments as may be required, in the sole discretion of the General Partner, to effect the Assignee's admission of as a substitute Limited Partner, ; and -33- (e) payment of such reasonable expenses as may be incurred in connection with such admission as a Limited Partner. An Assignee shall be deemed admitted to the Partnership pursuant to this Section 6.06 upon the execution by the General Partner shall make of an amendment to this Partnership Agreement amending Schedule A to reflect the appropriate revisions name, address, number of Units and Percentage Interest of such Substitute Limited Partner and to Exhibit A heretoeliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substitute Limited Partner.

Substitute Limited Partners. No Assignee shall have the right to become a substitute Limited Partner (a “Substitute Limited Partner”) upon sale, assignment, pledge or transfer of an interest in the Partnership to it unless and until all the following conditions are satisfied: (a) No recipient the duly executed and acknowledged written instrument of assignment, satisfactory in form and substance to the General Partner, shall have been filed with the Partnership; (b) the Limited Partner and the Assignee shall have executed and acknowledged such other instruments and taken such other action as the General Partner shall deem reasonably necessary or desirable to effect such substitution; (c) the requirements of Section 9.2(a) shall have been satisfied, and, if requested by the General Partner, other than, with respect to an ERISA Partner or a Transfer Governmental Plan Partner, an assignment to a single successor trustee or co-trustees or to a single successor fiduciary or co-fiduciaries without change in beneficial ownership as permitted under Section 9.2, the Limited Partner or the Assignee shall have obtained an opinion of limited partner interests counsel reasonably satisfactory to the General Partner as to the legal matters set forth therein; (d) unless the General Partner, in its sole and absolute discretion, determines otherwise, the Limited Partner or the Assignee shall have paid to the Partnership shall become a Limited Partner except such amount of money as is sufficient to cover all reasonable expenses incurred by or on behalf of the Partnership in accordance connection with this such substitution; and (e) other than as provided in Section 6.2. The 9.4(c), the General Partner mayshall have consented, with a Majority Votein its sole and absolute discretion, admit in writing to such substitution. An Assignee shall be deemed admitted to the Partnership as a Substitute Limited Partner upon the entry by the General Partner of such Assignee’s name in the books and records of the Partnership as a Limited Partner. Unless the General Partner in its sole and absolute discretion determines otherwise, if any Person that acquires a interest in the Partnership Interest by Transfer from another is sold, assigned, pledged or otherwise transferred to an existing Limited Partner in accordance with the provisions this Agreement, such Limited Partner shall be treated for all purposes of Section 6.1. (b) As additional conditions this Agreement as two Limited Partners with separate Capital Commitments, one being a Substitute Limited Partner with respect to the validity of any Transfer of a Limited Partner's such sold, assigned, pledged or transferred interest in (and Capital Commitment to) the Partnership (or, in and the case of a other being an existing Limited Partner which is not an individual, the interests of the direct and indirect beneficial owners of such Limited Partner), regardless of whether the recipient of a Transfer becomes a Limited Partner, such Transfer shall not: (i) violate the registration provisions of the Securities Act or the securities laws of any applicable jurisdiction, (ii) cause the Partnership to become subject to regulation as an "investment company" under the Investment Company Act, and the rules and regulations of the Securities and Exchange Commission thereunder or to fail to satisfy an exemption from registration thereunder, including by causing there to be more than one hundred (100) beneficial owners of with its existing interest in (and Capital Commitment to) the Partnership as determined in accordance with Section 3(c)(1) of the Investment Company Act, (iii) result in the termination of any contract(s) to which the Partnership is a party and which individually or in the aggregate are material (it being understood and agreed that any contract pursuant to which the Partnership provides investment management or advisory services is material), or (iv) result in the treatment of the Partnership as an association taxable as a corporation or as a "publicly traded limited partnership" for Federal income tax purposes. The General Partner may require reasonable evidence as to the foregoing, including, without limitation, a favorable opinion of counselPartnership. (c) Upon the admission of a substitute Limited Partner, the General Partner shall make the appropriate revisions to Exhibit A hereto.