Common use of Substituted Limited Partner Clause in Contracts

Substituted Limited Partner. (a) Notwithstanding anything to the contrary contained herein, no Transferee of a Limited Partner shall have the right to become a substituted Limited Partner unless (i) the General Partner shall have consented thereto, which consent may be granted or withheld in the discretion of the General Partner, (ii) the Transferee shall have executed such documentation as the General Partner may reasonably require to acknowledge the obligation of the Transferee to contribute the amount of the Available Commitment of the Transferor pursuant to Article 3 hereof and all such other instruments as shall be reasonably required by the General Partner to signify such Transferee’s agreement to be bound by all provisions of this Agreement and all other documents reasonably required by the General Partner to effect the admission of the Transferee as a Limited Partner and (iii) the Transferee or Transferor shall have paid to the Partnership the estimated costs and expenses (including legal fees and filing costs and other out-of-pocket expenses incurred by the Partnership) incurred in effecting the Transfer and substitution. For the avoidance of doubt, any payment made pursuant to clause (iii) in the immediately preceding sentence shall not be considered a Capital Contribution. Such substituted Limited Partner shall reimburse the Partnership for any excess of the actual costs and expenses so incurred over the amount of such estimate. A Transferee shall be deemed admitted as a substituted Limited Partner with respect to the Interest Transferred upon its execution and delivery of a counterpart of this Agreement (but not earlier than the effective date of the Transfer). By execution of this Agreement or a counterpart hereof, or by authorizing such execution on its behalf, each Limited Partner consents and agrees that any Transferee may be admitted as a substituted Limited Partner and this Agreement may be amended accordingly by the General Partner through the exercise of the power of attorney granted under Section 12.6 hereof, without the necessity of any further action by, or consent of, the Limited Partners. (b) Upon the admission of a Transferee as a substituted Limited Partner, Schedule A shall be amended accordingly to reflect the name and address of such Transferee, Class of Interests held by such Transferee, and Commitment, Partnership Percentage Interest and Consortium Percentage Interest of such Transferee, in each case as a substituted Limited Partner. (c) A Transferee of a Limited Partner’s Interest who is not admitted as a substituted Limited Partner pursuant to Section 10.4(a) hereof shall be entitled only to allocations and distributions with respect to the Interest of such Limited Partner in accordance with this Agreement, and shall have no right to vote on any Partnership matters or, to the fullest extent permitted by law, to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership and shall, to the fullest extent permitted by law, have none of the rights of a Partner under the Act or this Agreement.

Substituted Limited Partner. 8.6.1 The General Partner, in its sole and absolute discretion, may, but need not, permit an assignee or transferee (awhether such assignee or transferee has acquired its Interest by virtue of a voluntary assignment pursuant to paragraph 8.3, an involuntary transfer, including a transfer pursuant to subparagraph 3.3.5, or a transfer by operation of law) Notwithstanding anything to of the contrary contained herein, no Transferee Interest (or a part thereof) of a Limited Partner shall have the right to be and become a substituted Limited Partner (''Substituted Limited Partner'') in the Partnership entitled to all the rights and benefits under this Agreement of the transferor or assignor of such Interest, but no such assignee or transferee shall be or become a Substituted Limited Partner unless (i) and until the General Partner shall have consented theretoconsents in writing to the admission of such Person as a Substituted Limited Partner, which consent may be granted or withheld by the General Partner in the discretion its sole and absolute discretion. The Partners hereby consent and agree to such admission of a Substituted Limited Partner by the General Partner, (ii) and agree that the Transferee General Partner may, on behalf of each Partner and on behalf of the Partnership, cause Schedule A hereto to be appropriately amended, in the event of such admission. 8.6.2 Each Substituted Limited Partner, as a condition to its admission as a Limited Partner, shall have executed execute and acknowledge such documentation instruments as the General Partner may reasonably require shall deem necessary or desirable to acknowledge effectuate such admission (including any necessary powers of attorney) and to confirm the obligation agreement of the Transferee to contribute the amount of the Available Commitment of the Transferor pursuant to Article 3 hereof and all such other instruments as shall be reasonably required by the General Substituted Limited Partner to signify such Transferee’s agreement to be bound by all the terms and provisions of this Agreement and all other documents reasonably required by the General Partner to effect the admission of the Transferee as a Limited Partner and (iii) the Transferee or Transferor shall have paid to the Partnership the estimated costs and expenses (including legal fees and filing costs and other out-of-pocket expenses incurred by the Partnership) incurred in effecting the Transfer and substitution. For the avoidance of doubt, any payment made pursuant to clause (iii) in the immediately preceding sentence shall not be considered a Capital Contribution. Such substituted Limited Partner shall reimburse the Partnership for any excess of the actual costs and expenses so incurred over the amount of such estimate. A Transferee shall be deemed admitted as a substituted Limited Partner with respect to the Interest Transferred upon its execution and delivery of a counterpart of this Agreement (but not earlier than the effective date of the Transfer)acquired. By execution of this Agreement or a counterpart hereofAll reasonable expenses, or by authorizing such execution on its behalfincluding attorneys' fees, each Limited Partner consents and agrees that any Transferee may be admitted as a substituted Limited Partner and this Agreement may be amended accordingly incurred by the General Partner through the exercise of the power of attorney granted under Section 12.6 hereof, without the necessity of any further action by, or consent of, the Limited Partners. (b) Upon the Partnership in connection with such admission of a Transferee as a substituted Limited Partner, Schedule A shall be amended accordingly to reflect the name and address of such Transferee, Class of Interests held borne by such Transferee, and Commitment, Partnership Percentage Interest and Consortium Percentage Interest of such Transferee, in each case as a substituted Substituted Limited Partner. (c) A Transferee of a Limited Partner’s 8.6.3 Any Person who acquires an Interest who or is not admitted to the Partnership as a substituted Substituted Limited Partner pursuant to Section 10.4(a) hereof shall be entitled only subject to allocations and distributions with respect bound by all the provisions of this Agreement as if originally a party to the Interest of such Limited Partner in accordance with this Agreement, and shall have no right to vote on any Partnership matters or, to the fullest extent permitted by law, to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership and shall, to the fullest extent permitted by law, have none of the rights of a Partner under the Act or this Agreementexcept as otherwise provided herein.

Substituted Limited Partner. (a) Notwithstanding anything to the contrary contained herein, no Transferee of a Limited Partner shall have the right to become a substituted Limited Partner unless (i) the General Partner shall have consented thereto, which consent consent, subject to the provisions of Section 11.1 hereof, may be granted or withheld in the discretion of the General Partner, (ii) the Transferee shall have executed such documentation as the General Partner may reasonably require to acknowledge the obligation of the Transferee to contribute the amount of the Available Commitment of the Transferor pursuant to Article 3 hereof and all such other instruments as shall be reasonably required by the General Partner to signify such Transferee’s agreement to be bound by all provisions of this Agreement and all other documents reasonably required by the General Partner to effect the admission of the Transferee as a Limited Partner Partner, and (iii) the Transferee or Transferor shall have paid to the Partnership the estimated costs and expenses (including legal attorneys’ fees and filing costs and other out-of-pocket expenses incurred by the Partnership) incurred in effecting the Transfer and substitution. For the avoidance of doubt, any payment made pursuant to clause (iii) in the immediately preceding sentence shall not be considered a Capital Contribution. Such substituted Limited Partner shall reimburse the Partnership for any excess of the actual costs and expenses so incurred over the amount of such estimate. A Transferee shall be deemed admitted as a substituted Limited Partner with respect to the Interest Transferred transferred upon its execution and delivery of a counterpart of this Agreement (but not earlier than the effective date of the Transfer)Agreement. By execution of this Agreement or a counterpart hereof, or by authorizing such execution on its behalf, each Limited Partner consents and agrees that any Transferee may be admitted as a substituted Limited Partner and this Agreement may be amended accordingly by the General Partner through the exercise of the power of attorney granted under Section 12.6 13.11 hereof, without the necessity of any further action by, or consent of, the Limited Partners. (b) Upon the admission of a Transferee as a substituted Limited Partner, Schedule A this Agreement shall be amended accordingly to reflect the name and address of such Transferee, Class of Interests held by such Transferee, and Commitment, Partnership Percentage Interest and Consortium Percentage Interest of such Transferee, in each case Transferee as a substituted Limited Partner. (c) A Transferee of a Limited Partner’s Interest who is not admitted as a substituted Limited Partner pursuant to Section 10.4(a11.5(a) hereof shall be entitled only to allocations and distributions with respect to the Interest of such Limited Partner in accordance with this Agreement, and shall have no right to vote on any Partnership matters or, to the fullest extent permitted by law, to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership and shall, to the fullest extent permitted by law, have none of the rights of a Partner under the Act or this Agreement.

Substituted Limited Partner. (a) Notwithstanding anything to No assignee or transferee of --------------------------- the contrary contained herein, no Transferee whole or any portion of a Limited Partner Partner's interest in the Limited Partnership shall have the right to become a substituted Limited Partner in place of his assignor unless (i) the General Partner shall have consented thereto, which consent may be granted or withheld in the discretion all of the following conditions are satisfied? A. The General Partner, (ii) in his sole and absolute discretion, has consented in writing to the Transferee shall have admission of the assignee as a substituted Limited Partner; B. The fully executed and acknowledged written instrument of assignment which has been filed with the Limited Partnership sets forth the intention of the assignor that the assignee become a substitute Limited Partner; C. The assignor and assignee execute and acknowledge such documentation other instruments as the General Partner may reasonably require deem necessary or desirable to acknowledge effect such admission, including the obligation written acceptance and adoption by the assignee of the Transferee to contribute the amount of the Available Commitment of the Transferor pursuant to Article 3 hereof and all such other instruments as shall be reasonably required by the General Partner to signify such Transferee’s agreement to be bound by all provisions of this Agreement and all other documents reasonably required his execution, acknowledgment and delivery to the General Partner of a Power of Attorney, the form and content of which shall be provided by the General Partner to effect the admission of the Transferee as a Limited Partner and (iii) the Transferee or Transferor shall have paid to the Partnership the estimated costs and expenses (including legal fees and filing costs and other out-of-pocket expenses incurred by the Partnership) incurred in effecting the Transfer and substitution. For the avoidance of doubt, any payment made pursuant to clause (iii) in the immediately preceding sentence shall not be considered a Capital Contribution. Such substituted Limited Partner shall reimburse the Partnership for any excess of the actual costs and expenses so incurred over the amount of such estimate. A Transferee shall be deemed admitted as a substituted Limited Partner with respect to the Interest Transferred upon its execution and delivery of a counterpart of this Agreement (but not earlier than the effective date of the Transfer). By execution of this Agreement or a counterpart hereof, or by authorizing such execution on its behalf, each Limited Partner consents and agrees that any Transferee may be admitted as a substituted Limited Partner and this Agreement may be amended accordingly by the Partner; D. The General Partner through will be required to amend the exercise Agreement of the power of attorney granted under Section 12.6 hereof, without the necessity of any further action by, or consent of, the Limited Partners. (b) Upon the admission of a Transferee as a substituted Limited Partner, Schedule A shall be amended accordingly Partnership only quarterly to reflect the name and address substitution of such TransfereeLimited Partnership only quarterly to reflect the substitution of Limited Partners. Until the Agreement of Limited Partnership is so amended, Class of Interests held by such Transferee, and Commitment, Partnership Percentage Interest and Consortium Percentage Interest of such Transferee, in each case as an assignee shall not become a substituted Limited Partner. (c) A Transferee E. Upon the death or legal incompetency of a an individual Limited Partner’s Interest who is not admitted as a substituted Limited Partner pursuant to Section 10.4(a) hereof shall be entitled only to allocations and distributions with respect to the Interest of such Limited Partner in accordance with this Agreement, and his personal representative shall have no right to vote on any Partnership matters or, to the fullest extent permitted by law, to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership and shall, to the fullest extent permitted by law, have none all of the rights of a Limited Partner for the purpose of settling or managing his estate, and such power as the decedent or incompetent possesses to constitute a successor as an assignee of it's interest in the Limited Partnership and to join with such assignee in making application to substitute such assignee as a Limited Partner. F. Upon the bankruptcy insolvency, dissolution or other cessation to exist as a legal entity, of a Limited Partner not an individual, the authorized representative of such entity shall have all the rights of a Limited Partner for the purpose of effecting the orderly winding up and disposition of the business of such entity and such power as such entity possessed to constitute a successor an assignee of its interest in the Limited Partnership and to join with such assignee in making application to substitute such assignee as a Limited Partner. G. Anything in this Agreement to the contrary notwithstanding, no Limited Partner or other person who has become the holder of interests in this Limited Partnership shall transfer, assign or encumber all or any portion of his interests in the Limited Partnership during any fiscal year if such transfer, assignment or encumbrance would, in the sole and unreviewable opinion on the counsel for the Partnership, result in the termination of the Partnership for purposes of the then-applicable provisions of the Internal Revenue Code. H. In the event a vote of the Limited Partners shall be taken pursuant to this Agreement for any reason, a Limited Partner shall, solely for the purpose of determining the number of Partnership interests held by him in weighing his vote, be deemed the holder of any Partnership interests assigned by him in respect of which the assignee has not become a substituted Limited Partner. I. Anything in this Agreement to the contrary notwithstanding, no Limited Partner or other person who has become the holder of interests in the Partnership shall transfer, assign, or encumber all or any portion of his interests in the Limited Partnership unless obtaining the prior written consent of the Director of the Securities Commission, if required under the Act Commission's rules and the opinion of counsel for the Partnership so that the transfer will not violate any federal or applicable state securities laws. J. Except for a transfer pursuant to Section 9.2 hereof, A Limited Partner may not sell, assign or otherwise transfer his Partnership interest or any part thereof unless he has first offered it to the Partnership as follows: (1) The Limited Partner shall give written notice to the partnership that he desires to sell his interest. He shall attach to that notice the written offer of a prospective purchase to buy the interest. This offer shall be complete in all details of purchase price and terms of payment. The Limited Partner shall certify that the offer is genuine and in all respects what it purports to be and the bona fide purchaser shall be financially capable of fulfilling the terms of the offer. (2) For 60 days from receipt of the written notice from the Limited Partner, the Partnership shall have the option to retire the interest of the Limited Partner at the price and on the terms contained in the offer submitted by the Limited Partner. (3) If the Partnership does not exercise the option to acquire his interest, the Limited Partner shall be free to sell his Partnership interest to the said prospective purchaser for the price, and on the terms contained in the offer submitted by the Limited Partner, providing he has met the other conditions of this AgreementArticle IX.

Substituted Limited Partner. (a) Notwithstanding anything to the contrary contained herein, no Transferee The assignee or successor in interest of a Limited Partner shall have the right to may become a substituted Limited Partner unless limited partner, as the case may be, only when: (ia) the General Partner shall have consented thereto, which and such consent may be granted or withheld by the General Partner in its sole discretion; (b) the discretion assignee shall have expressed his intention to become a substituted limited partner and his acceptance and adoption of all of the General Partnerterms and provisions of this Agreement and any amendments hereto (including, without limitation, the restrictions imposed under this Article VIII) by becoming a party to this Agreement by executing a Substitute Limited Partner Counterpart Signature Page; (iic) such certificates or instruments as are required by law shall have been executed and filed; and (d) the Transferee assignor or the assignee shall have executed such documentation paid or obligated himself to pay all reasonable expenses (as the General Partner may reasonably require to acknowledge the obligation of the Transferee to contribute the amount of the Available Commitment of the Transferor pursuant to Article 3 hereof and all determine) connected with such other instruments as shall be reasonably required by the General Partner to signify such Transferee’s agreement to be bound by all provisions of this Agreement and all other documents reasonably required by the General Partner to effect the admission of the Transferee as a Limited Partner and (iii) the Transferee or Transferor shall have paid to the Partnership the estimated costs and expenses (including legal fees and filing costs and other out-of-pocket expenses incurred by the Partnership) incurred in effecting the Transfer and substitution. For the avoidance of doubt, any payment made pursuant to clause (iii) in the immediately preceding sentence shall not be considered a Capital Contribution. Such substituted Limited Partner shall reimburse the Partnership for any excess of the actual costs and expenses so incurred over the amount of If such estimate. A Transferee shall be deemed admitted as a substituted Limited Partner with respect to the Interest Transferred upon its execution and delivery of a counterpart of this Agreement (but not earlier than the effective date of the Transfer). By execution of this Agreement an assignee or a counterpart hereof, or by authorizing such execution on its behalf, each Limited Partner consents and agrees that any Transferee may be admitted as a substituted Limited Partner and this Agreement may be amended accordingly by the General Partner through the exercise of the power of attorney granted under Section 12.6 hereof, without the necessity of any further action by, or consent of, the Limited Partners. (b) Upon the admission of a Transferee as a substituted Limited Partner, Schedule A shall be amended accordingly to reflect the name and address of such Transferee, Class of Interests held by such Transferee, and Commitment, Partnership Percentage Interest and Consortium Percentage Interest of such Transferee, in each case as a substituted Limited Partner. (c) A Transferee of a Limited Partner’s Interest who successor is not admitted as a substituted limited partner, such transferee shall be an Assignee, with the rights granted to an Assignee pursuant to this Agreement. A transferor shall only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer and Assignment Form, however, (i) the right to negotiate such Unit to a purchaser or other transferee and (ii) the right to transfer the right to request admission as a Substituted Limited Partner pursuant to Section 10.4(asuch purchaser or other transferee in respect of the transferred Units. Each transferee of a Unit (including any Person, such as a broker, dealer, bank, trust company, clearing corporation, other nominee holder or an agent of any of the foregoing, acquiring such Unit for the account of another Person) hereof shall be entitled only apply to allocations and distributions become a Substituted Limited Partner with respect to Units transferred to such Person by executing and delivering a Transfer and Assignment Form at the Interest time of such transfer. A Record Holder of a Unit shall be an Assignee at and from the close of business on the business day on which a properly executed Transfer and Assignment Form is received by the Partnership until the date such Record Holder is admitted to the Partnership as a Substituted Limited Partner in accordance Partner, with the rights granted to an Assignee pursuant to this Agreement. Notwithstanding any other provisions of this Agreement, and shall have no right to vote on any Partnership matters or, to the fullest extent permitted by law, to any information or accounting of the affairs of the Partnership, a Non-Eligible Assignee shall not be entitled to inspect the books or records of the Partnership and shall, admission as a Substituted Limited Partner nor to the fullest extent permitted by law, have none of the rights of an Assignee. The admission of an Assignee as a Substituted Limited partner shall be effected without the consent of any of the Partners other than the General Partner. Each Limited Partner hereby agrees that consent of the General partner constitutes his consent under the Act or this Agreementprovision.

Substituted Limited Partner. (a) Notwithstanding anything to It is not the contrary contained herein, no Transferee present intention of a the General Partners that the Partnership have any Limited Partner other than the Assignor Limited Partner. No Person shall have the right to become a substituted Substituted Limited Partner unless each of the following condition, is satisfied: (i) in the case of an assignment or transfer of the Limited Partnership Interest of a Limited Partner, (A) the instrument of assignment or transfer sets forth the intentions of the assignor or transferor that the assignee or transferee succeed to the assignor's or transferor's Unit as a Limited Partner in the assignee or transferee Limited Partner's place; and (B) the assignee or transferee shall have fulfilled the requirements of this Article VII and Section 10.2(a) and (c); and (ii) the Managing General Partner shall have consented thereto, which consent may be granted or withheld in the discretion of the General to such Person's admission as a Substituted Limited Partner, . (iib) the Transferee shall have executed such documentation as the General Partner may reasonably require to acknowledge the obligation of the Transferee to contribute the amount of the Available Commitment of the Transferor pursuant to Article 3 hereof and all such other instruments as This Agreement shall be reasonably required by the General Partner amended as necessary to signify such Transferee’s agreement to be bound by all provisions of this Agreement and all other documents reasonably required by the General Partner to effect recognize the admission of the Transferee any Unitholder as a Limited Partner. (c) Any Limited Partner and (iii) who shall assign or transfer all of the Transferee or Transferor Unitholder's Limited Partnership Interest shall have paid cease to the Partnership the estimated costs and expenses (including legal fees and filing costs and other out-of-pocket expenses incurred by the Partnership) incurred in effecting the Transfer and substitution. For the avoidance of doubt, any payment made pursuant to clause (iii) be a Limited Partner upon a Substituted Limited Partner being admitted in the immediately preceding sentence shall not be considered a Capital Contribution. Such substituted assigning or transferring Limited Partner shall reimburse the Partnership for any excess of the actual costs and expenses so incurred over the amount of such estimate. A Transferee shall be deemed admitted Partner's stead as a substituted Limited Partner with respect to the Interest Transferred upon its execution and delivery assigned or transferred. (d) An assignee or transferee of Units who does not become a counterpart of this Agreement (but not earlier than the effective date of the Transfer). By execution of this Agreement or a counterpart hereof, or by authorizing such execution on its behalf, each Limited Partner consents and agrees that any Transferee may be admitted as a substituted Substituted Limited Partner and this Agreement may be amended accordingly by the General Partner through the exercise desires to make a further assignment or transfer of the power Units, shall be subject to all the provisions of attorney granted under Section 12.6 hereof, without this Article VII to the necessity same extent and in the same manner as any Unitholder desiring to make an assignment or transfer of any further action by, or consent of, the Limited Partnershis Units. (be) Upon Notwithstanding anything to the admission contrary in this Agreement, the Managing General Partner may at any time, without obtaining the consent of a Transferee as a substituted Limited Partnerany Unitholders, Schedule A shall be amended accordingly cause any Unitholder to reflect the name and address of such Transferee, Class of Interests held by such Transferee, and Commitment, Partnership Percentage Interest and Consortium Percentage Interest of such Transferee, in each case as a substituted Limited Partner. (c) A Transferee of become a Limited Partner’s Interest who is not admitted as a substituted Limited Partner pursuant to Section 10.4(a) hereof shall be entitled only to allocations and distributions may take such other action with respect to the Interest manner in which Units of Limited Partnership Interests are being or may be transferred or such Limited other steps as the Managing General Partner may deem necessary or appropriate in accordance with this Agreement, and shall have no right order to vote on any Partnership matters or, to preserve the fullest extent permitted by law, to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records status of the Partnership as a partnership rather than an association taxable as a corporation for federal income tax purposes or to insure that Unitholders will be treated as limited partners of the Partnership for federal income tax purposes. (f) For all purposes hereunder and shallunder the California Act, each Limited Partner, including the Assignor Limited Partner on behalf of the Unitholders, hereby Consents to the fullest extent permitted by law, have none admission of any Person as a Substituted Limited Partner if the rights provisions of a Partner under the Act or this AgreementArticle VII are satisfied.

Substituted Limited Partner. (a) Notwithstanding anything in this Agreement to the contrary contained hereincontrary, no Transferee in addition to the requirements of a Limited Partner Section 13.2(a), the transferee of any limited partner interest in the Partnership shall have the right to not become a substituted Limited Partner unless (i) limited partner in place of its transferor without the written consent of the New General Partner shall have consented theretoPartner, which consent may be granted or withheld in the sole and absolute discretion of the New General Partner and in any event will not be given effect unless all of the following conditions are satisfied: (a) a duly executed and acknowledged written instrument of Transfer, being either a certificate evidencing the Interest in the Partnership owned by the transferor prior to such Transfer or some other instrument approved by the New General Partner, is filed with the Partnership setting forth the intention of the transferor that the transferee become a substituted limited partner in its place; (iib) the Transferee shall have executed such documentation as the General Partner may reasonably require to acknowledge the obligation of the Transferee to contribute the amount of the Available Commitment of the Transferor pursuant to Article 3 hereof and all such other instruments as shall be reasonably required by the General Partner to signify such Transferee’s agreement transferee agrees in writing to be bound by all provisions the terms of this Agreement and such transferee (other than a transferee of the Class III Limited Partnership Interest, the Class IV Limited Partnership Interest or the Class V Limited Partnership Interest) executes an irrevocable Power of Attorney, satisfactory to the New General Partner, appointing the New General Partner as the transferee's lawful attorney-in-fact for the purposes specified in Article 15; (c) the transferor and transferee execute and acknowledge such other instruments, in form and substance reasonably satisfactory to the New General Partner, as the New General Partner may deem necessary or desirable to effect such substitution; (d) prior to the substitution, the transferring Limited Partner pays all other documents reasonably required reasonable expenses, including attorneys' fees, incurred by the Partnership in connection with such Transfer and substitution; and (e) if requested by the New General Partner Partner, an opinion from counsel to effect the admission of transferee (which opinion shall be satisfactory to the Transferee as a Limited Partner and (iiiNew General Partner) the Transferee or Transferor shall have paid is furnished to the Partnership the estimated costs and expenses (including legal fees and filing costs and other out-of-pocket expenses incurred by the Partnership) incurred in effecting the Transfer and substitution. For the avoidance of doubtstating that, any payment made pursuant to clause (iii) in the immediately preceding sentence shall opinion of said counsel, such substitution would not be considered jeopardize the status of the Partnership as a Capital Contribution. Such substituted Limited Partner shall reimburse partnership for federal income tax purposes, or cause a termination of the Partnership for any excess the purposes of the actual costs and expenses so incurred over the amount of such estimate. A Transferee shall be deemed admitted as a substituted Limited Partner with respect to the Interest Transferred upon its execution and delivery of a counterpart of this Agreement (but not earlier than the effective date then-applicable provisions of the Transfer)Code, or violate, or cause the Partnership to violate, any applicable law or governmental rule or regulation. By execution of executing this Agreement or a counterpart hereof, or by authorizing such execution on its behalfAgreement, each Limited Partner consents shall be deemed to have consented to any substitution of a transferee in the place and agrees that any Transferee may be admitted as stead of a substituted transferring Limited Partner and this Agreement may be amended accordingly permitted by the New General Partner through the exercise of the power of attorney granted under and, if required by Section 12.6 13.6 hereof, without the necessity of any further action by, or consent of, the Limited Partners. (b) Upon the admission of a Transferee as a substituted Limited Partner, Schedule A shall be amended accordingly to reflect the name and address of such Transferee, Class of Interests held by such Transferee, and Commitment, Partnership Percentage Interest and Consortium Percentage Interest of such Transferee, in each case as a substituted IV Limited Partner. (c) A Transferee of a Limited Partner’s Interest who is not admitted as a substituted Limited Partner pursuant to Section 10.4(a) hereof shall be entitled only to allocations and distributions with respect to the Interest of such Limited Partner in accordance with this Agreement, and shall have no right to vote on any Partnership matters or, to the fullest extent permitted by law, to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership and shall, to the fullest extent permitted by law, have none of the rights of a Partner under the Act or this Agreement.