Common use of Transferees Clause in Contracts

Transferees. SC1:3479243.8 (a) The Partnership shall not recognize for any purpose any purported Transfer of any Partnership Unit unless the provisions of Sections 13.1 through 13.4, inclusive, shall have been complied with and there shall have been filed with the Partnership a dated notice of such Transfer, in form satisfactory to the General Partner, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice contains (i) the acceptance by the purchaser, assignee or transferee of all of the terms and provisions of this Agreement applicable to it, including the provisions of Section 14.8 and its agreement to be bound hereby, (ii) a representation that such Transfer was made in accordance with all applicable laws and regulations, (iii) a joinder to the Exchange Agreement executed by the purchaser, assignee or transferee pursuant to and in accordance with the Exchange Agreement, and (iv) a power of attorney granted by the purchaser, assignee or transferee to the General Partner to execute this Agreement on its behalf. (b) Unless and until an assignee of a Partnership Unit shall have been admitted to the Partnership as a Substituted Limited Partner pursuant to Section 13.5, such assignee shall be entitled only to the economic rights of an assignee of a Partnership Unit under Section 17‑702(a)(3) of the Act and any successor provision, and such assignee shall not have the power or right to exercise, or to compel by legal action or otherwise the assigning Partnership Unit Holder to exercise, any rights or powers of a Partnership Unit Holder, including without limitation the right to give consents with respect to such Partnership Unit; provided, however, that in any event a Person acquiring a Partnership Unit shall have only such rights as and shall be subject to all the obligations as are set forth in this Agreement, and, without limiting the generality of the foregoing, such Person shall not have any right to partition of the Partnership’s assets or to have the value of its Partnership Unit ascertained or receive the value of such Partnership Unit. (c) Unless and until a Substituted Limited Partner is admitted in place of such assigning Limited Partner, such assigning Limited Partner shall not cease to be a Limited Partner or cease to have any of the rights or obligations of a Limited Partner hereunder. (d) Anything herein to the contrary notwithstanding, both the Partnership and the General Partner shall be entitled to treat the assignor of any Partnership Units as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to it, until such time as a written notice of the Transfer that conforms to the requirements of this Article XIII has been received by the Partnership and accepted by the General Partner. (e) A Person who is the assignee of a Partnership Unit as permitted hereby but does not become a Substituted Limited Partner and who desires to make a further Transfer of such Partnership Unit, shall be subject to all of the provisions of this Article XIII to the same extent and in the same manner as any Limited Partner desiring to make a Transfer of its Partnership Unit.

Transferees. SC1:3479243.8 (a) The Partnership shall not recognize for any purpose any purported Transfer transferee of any Partnership Unit unless Interest that has been Transferred in compliance with the provisions of Sections 13.1 through 13.4, inclusive, shall have been complied with and there shall have been filed with the Partnership a dated notice of such Transfer, in form satisfactory to the General Partner, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice contains (i) the acceptance by the purchaser, assignee or transferee of all of the terms and provisions of this Agreement applicable to it, including the provisions of Section 14.8 and its agreement to be bound hereby, (ii) a representation that such Transfer was made in accordance with all applicable laws and regulations, (iii) a joinder to the Exchange Agreement executed by the purchaser, assignee or transferee pursuant to and in accordance with the Exchange Agreement, and (iv) a power of attorney granted by the purchaser, assignee or transferee to the General Partner to execute this Agreement on its behalf. (b) Unless and until an assignee of a Partnership Unit shall have been admitted to the Partnership as a Substituted Limited Partner pursuant to Section 13.5, such assignee Article 9 shall be entitled only to receive the economic rights share of an assignee of a Partnership Unit under Section 17‑702(a)(3) of the Act Company income, gains, losses, deductions, credits and any successor provision, and such assignee shall not distributions to which its transferor would have the power or right to exercise, or to compel by legal action or otherwise the assigning Partnership Unit Holder to exercise, any rights or powers of a Partnership Unit Holder, including without limitation the right to give consents been entitled with respect to such Partnership UnitInterest; provided, however, that in any event a Person acquiring a Partnership Unit such transferee shall have only such rights as not be so entitled and shall be subject to all the obligations as are set forth in this Agreement, and, without limiting the generality not become a Member of the foregoingCompany with respect to such Interest unless: (a) the instrument of assignment so provides; (b) a majority of votes held by the Managers (other than any Manager appointed by the transferor, if applicable), in its sole discretion, consents to the admission of such Person transferee as a Member; provided, consent of the Board of Managers under this clause (b) shall not have any right to partition be required if such transferee is a Permitted Transferee of the Partnership’s assets or transferor unless and until such transferee is no longer a Permitted Transferee of the transferor (because, for example, the transferor no longer Controls such transferee) in which case such transferee shall be an assignee hereunder but not a Member (unless the Board of Managers consents to have the value of its Partnership Unit ascertained or receive the value admission of such Partnership Unit. (c) Unless and until a Substituted Limited Partner is admitted in place of such assigning Limited Partner, such assigning Limited Partner shall not cease to be a Limited Partner or cease to have any of the rights or obligations of a Limited Partner hereunder. (d) Anything herein to the contrary notwithstanding, both the Partnership and the General Partner shall be entitled to treat the assignor of any Partnership Units as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to it, until transferee at such time as a written notice Member); and (c) such transferee agrees in writing to be bound as a Member by this Agreement. Upon becoming a Member, such transferee shall have all of the Transfer that conforms to the requirements of this Article XIII has been received by the Partnership rights and accepted by the General Partner. (e) A Person who is the assignee of a Partnership Unit as permitted hereby but does not become a Substituted Limited Partner and who desires to make a further Transfer of such Partnership Unitpowers of, shall be subject to all of the provisions restrictions applicable to, shall assume all of the obligations of, and shall succeed to the status of, its predecessor, and shall in all respects be a Member under this Agreement. Any transferee of an Interest who is admitted to the Company as a Member shall be considered for all purposes to be a Member of the same class as his transferor. The use of the term “Member” in this Agreement shall be deemed to include any such additional Members. Until such transferee is admitted as a Member pursuant to this Section 9.5, (x) such transferee shall not be entitled to participate in the management of the Company or to exercise any voting or other rights or powers of a Member, except for the rights described in the first sentence of this Article XIII Section 9.5 and (y) the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the same extent Interest Transferred. A Permitted Transferee of any Investor Party in a transfer designated in Section 9.2(a)(ii) and Section 9.2(a)(iii), and a transferee of Potentially Restricted Member in the same manner a transfer designated in Section 9.3(b), shall be admitted as any Limited Partner desiring a Member subject only to make a Transfer satisfaction of its Partnership Unitclause (c) hereof.

Transferees. SC1:3479243.8 A transferee of a Member who receives a Transfer of such Member’s Interest shall be entitled to receive the share of Company income, gains, losses, deductions, credits and distributions to which its transferor would have been entitled. However, the transferee of any Interest shall not become a Member of the Company unless: (a) The Partnership shall not recognize for any purpose any purported Transfer the instrument of any Partnership Unit unless assignment so provides, (b) the provisions of Sections 13.1 through 13.4, inclusive, shall have been complied with and there shall have been filed with the Partnership a dated notice admission of such Transfertransferee as a Member is consented to by the Board of Directors; provided, in form satisfactory to the General Partner, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice contains that (i) the acceptance transfer by LINN to any of its Wholly-Owned Subsidiaries of any LINN Incentive Interests shall not require such consent so long as the purchaserconditions set forth in clause (a) and (c) of this Section 9.2 are satisfied and (c) such transferee agrees in writing to be bound as a Member by this Agreement, assignee or the Certificate and any other agreements then existing by and among the Members. Upon becoming a Member, such transferee of shall have all of the terms rights and provisions of this Agreement applicable to it, including the provisions of Section 14.8 and its agreement to be bound hereby, (ii) a representation that such Transfer was made in accordance with all applicable laws and regulations, (iii) a joinder to the Exchange Agreement executed by the purchaser, assignee or transferee pursuant to and in accordance with the Exchange Agreement, and (iv) a power of attorney granted by the purchaser, assignee or transferee to the General Partner to execute this Agreement on its behalf. (b) Unless and until an assignee of a Partnership Unit shall have been admitted to the Partnership as a Substituted Limited Partner pursuant to Section 13.5, such assignee shall be entitled only to the economic rights of an assignee of a Partnership Unit under Section 17‑702(a)(3) of the Act and any successor provision, and such assignee shall not have the power or right to exercise, or to compel by legal action or otherwise the assigning Partnership Unit Holder to exercise, any rights or powers of a Partnership Unit Holder, including without limitation the right to give consents with respect to such Partnership Unit; provided, however, that in any event a Person acquiring a Partnership Unit shall have only such rights as and shall be subject to all the obligations as are set forth in this Agreement, and, without limiting the generality of the foregoing, such Person shall not have any right to partition of the Partnership’s assets or to have the value of its Partnership Unit ascertained or receive the value of such Partnership Unit. (c) Unless and until a Substituted Limited Partner is admitted in place of such assigning Limited Partner, such assigning Limited Partner shall not cease to be a Limited Partner or cease to have any of the rights or obligations of a Limited Partner hereunder. (d) Anything herein to the contrary notwithstanding, both the Partnership and the General Partner shall be entitled to treat the assignor of any Partnership Units as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to it, until such time as a written notice of the Transfer that conforms to the requirements of this Article XIII has been received by the Partnership and accepted by the General Partner. (e) A Person who is the assignee of a Partnership Unit as permitted hereby but does not become a Substituted Limited Partner and who desires to make a further Transfer of such Partnership Unitof, shall be subject to all of the provisions restrictions applicable to, shall assume all of the obligations of, and shall succeed to the status of, its predecessor, and shall in all respects be a Member under this Agreement. The use of the term “Member” in this Agreement shall be deemed to include any such additional Members. Until such transferee is admitted as a Member pursuant to this Section 9.2, (a) such transferee shall not be entitled to participate in the governance of the Company or to exercise any voting or other rights or powers of a Member, except for the rights described in the first sentence of this Article XIII Section 9.2, and (b) the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the same extent and in the same manner as any Limited Partner desiring to make a Transfer of its Partnership UnitInterest Transferred.

Transferees. SC1:3479243.8 (a) The Partnership shall not recognize for any purpose any purported Transfer of any Partnership Unit unless the provisions of Sections 13.1 through 13.4, inclusive, shall have been complied with and there shall have been filed with the Partnership a dated notice of such Transfer, in form satisfactory to the General Partner, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice contains (i) the acceptance by the purchaser, assignee or A transferee of all of the terms and provisions of this Agreement applicable to it, including the provisions of Section 14.8 and its agreement to be bound hereby, (ii) a representation that such Transfer was made an Interest effected in accordance with all applicable laws and regulations, (iii) a joinder to the Exchange Agreement executed by the purchaser, assignee or transferee pursuant to and in accordance with the Exchange Agreement, and (iv) a power of attorney granted by the purchaser, assignee or transferee to the General Partner to execute this Agreement on its behalf. (b) Unless and until an assignee of a Partnership Unit shall have been admitted to the Partnership as a Substituted Limited Partner pursuant to Section 13.5, such assignee shall be entitled only to the economic rights of an assignee of a Partnership Unit under Section 17‑702(a)(3) of the Act and any successor provision, and such assignee shall not have the power or right to exercise, or to compel by legal action or otherwise the assigning Partnership Unit Holder to exercise, any rights or powers of a Partnership Unit Holder, including without limitation the right to give consents with respect to such Partnership Unit; provided, however, that in any event a Person acquiring a Partnership Unit shall have only such rights as and shall be subject to all the obligations as are set forth in this Agreement, and, without limiting the generality of the foregoing, such Person shall not have any right to partition of the Partnership’s assets or to have the value of its Partnership Unit ascertained or receive the value of such Partnership Unit. (c) Unless and until a Substituted Limited Partner is admitted in place of such assigning Limited Partner, such assigning Limited Partner shall not cease to be a Limited Partner or cease to have any of the rights or obligations of a Limited Partner hereunder. (d) Anything herein to the contrary notwithstanding, both the Partnership and the General Partner shall be entitled to treat receive the assignor share of Company income, gains, losses, deductions, credits and distributions to which its transferor would have been entitled; provided that the transferee of any Partnership Units as the absolute owner thereof in all respects, and Interest shall incur no liability for distributions made in good faith to it, until such time as a written notice of the Transfer that conforms to the requirements of this Article XIII has been received by the Partnership and accepted by the General Partner. (e) A Person who is the assignee of a Partnership Unit as permitted hereby but does not become a Substituted Limited Partner and who desires to make Member of the Company unless: (a) the instrument of assignment so provides; (b)(i) such transferee received its Interest in a further Permitted Transfer xxxx a Transfer approved in accordance with Section 7.1 or (ii) the admission of such Partnership Unittransferee as) a Member is consented to by the Members, in their sole discretion; and (c) such transfereeagrees in writing to be bound as a Member by this Agreement, the Certificate and any other agreements then existing by and among the Members. Upon becoming a Member, such transferee shall have all of the rights and powers of, shall be subject to all of the provisions restrictions applicable to, shall assume all of the obligations of, and shall succeed to the status of, its predecessor, and shall in all respects be a Member under this Agreement. The use of the term “Member” in this Agreement shall be deemed to include any such additional Members. Until such transferee is admitted as a Member pursuant to this Section 7.2, (a) such transferee shall not be entitled to participate in the management of the Company or to exercise any voting or other rights or powers of a Member, except for the rights described in the first sentence of this Article XIII Section 7.2, and (b) the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the same extent and in the same manner as any Limited Partner desiring to make a Transfer of its Partnership UnitInterest Transferred.

Transferees. SC1:3479243.8 (a) The Partnership shall not recognize for any purpose any purported Transfer of any Partnership Unit unless the provisions of Sections 13.1 14.1 through 13.414.4, inclusive, shall have been complied with and there shall have been filed with the Partnership a dated notice of such Transfer, in form satisfactory to the General Partner, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice contains (i) contains the acceptance by the purchaser, assignee or transferee of all of the terms and provisions of this Agreement applicable to it, including the provisions of Section 14.8 15.8 and its agreement to be bound hereby, (ii) a representation represents that such Transfer was made in accordance with all applicable laws and regulations, (iii) contains a joinder to the Exchange Agreement executed by the purchaser, assignee or transferee pursuant to and in accordance with the Exchange Agreement, and (iv) contains a power of attorney granted by the purchaser, assignee or transferee to the General Partner to execute this Agreement on its behalf. (b) Unless and until an assignee of a Partnership Unit shall have been admitted to the Partnership as a Substituted Limited Partner pursuant to Section 13.514.5, such assignee shall be entitled only to the economic rights of an assignee of a Partnership Unit under Section 17‑702(a)(317-702(a)(3) of the Act and any successor provision, and such assignee shall not have the power or right to exercise, or to compel by legal action or otherwise the assigning Partnership Unit Holder to exercise, any rights or powers of a Partnership Unit Holder, including without limitation the right to give consents with respect to such Partnership Unit; provided, however, that in any event a Person acquiring a Partnership Unit shall have only such rights as and shall be subject to all the obligations as are set forth in this Agreement, and, without limiting the generality of the foregoing, such Person shall not have any right to partition of the Partnership’s assets or to have the value of its Partnership Unit ascertained or receive the value of such Partnership Unit. (c) Unless and until a Substituted Limited Partner is admitted in place of such assigning Limited Partner, such assigning Limited Partner shall not cease to be a Limited Partner or cease to have any of the rights or obligations of a Limited Partner hereunder. (d) Anything herein to the contrary notwithstanding, both the Partnership and the General Partner shall be entitled to treat the assignor of any Partnership Units as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to it, until such time as a written notice of the Transfer that conforms to the requirements of this Article XIII XIV has been received by the Partnership and accepted by the General Partner. (e) A Person who is the assignee of a Partnership Unit as permitted hereby but does not become a Substituted Limited Partner and who desires to make a further Transfer of such Partnership Unit, shall be subject to all of the provisions of this Article XIII XIV to the same extent and in the same manner as any Limited Partner desiring to make a Transfer of its Partnership Unit.

Transferees. SC1:3479243.8 (a) The Partnership shall not recognize for any purpose any purported Any Transfer of any Partnership Unit unless a Membership Interest by a Person (the provisions of Sections 13.1 through 13.4"Transferor") permitted hereunder, inclusiveother than to an existing Member or pursuant to Section 16.1, shall have been complied with be effective only to give the transferee (the "Transferee") the right to receive the share of allocations and there Distributions to which the Transferor would otherwise be entitled. Thus, a transferred Interest shall have been filed with no voting rights unless and until the Partnership a dated notice Transferee holder of such TransferInterest is admitted as a substitute Member as set forth below. Unless and until a Transferee is admitted as a substituted Member, in form satisfactory the Transferee shall have no right to exercise any of the General Partnerpowers, executed and acknowledged by both rights or privileges of a Member hereunder or under the seller, assignor or transferor and Act. A Member who has assigned his Membership Interest shall cease to be a Member on assignment of the purchaser, assignee or transfereeMember's entire Membership Interest, and thereafter shall have no further powers, rights, or privileges as a Member hereunder, but shall, unless otherwise relieved of such notice contains (i) the acceptance obligations by the purchaser, assignee or transferee agreement of all of the terms other Members or by operation of law, remain liable for all obligations and provisions of this Agreement applicable to it, including the provisions of Section 14.8 and its agreement to be bound hereby, (ii) duties as a representation that such Transfer was made in accordance with all applicable laws and regulations, (iii) a joinder to the Exchange Agreement executed by the purchaser, assignee or transferee Member. A Transferee pursuant to this Section 14.2 shall be admitted as a substituted Member when and in accordance with if such Transferee satisfies each of the Exchange Agreement, and (ivfollowing requirements: a) a power of attorney granted by the purchaser, assignee The vote or transferee to the General Partner to execute this Agreement on its behalf. (b) Unless and until an assignee consent of a Partnership Unit shall have been admitted to the Partnership as a Substituted Limited Partner pursuant to Section 13.5, such assignee Supermajority shall be entitled only to the economic rights of an assignee of a Partnership Unit under Section 17‑702(a)(3) of the Act and any successor provisionrequired for , and such assignee shall not have the power or right to exercise, or to compel by legal action or otherwise the assigning Partnership Unit Holder to exercise, any rights or powers of a Partnership Unit Holder, including without limitation the right to give consents with respect to such Partnership Unit; provided, however, that in any event a Person acquiring a Partnership Unit shall have only such rights as and shall be subject to all the obligations as are set forth in this Agreement, and, without limiting the generality of the foregoing, such Person consent shall not have any right be required for a Transfer to partition of an existing Member or a trust or entity solely for the Partnership’s assets or to have the value of its Partnership Unit ascertained or receive the value of such Partnership Unit. (c) Unless and until a Substituted Limited Partner is admitted in place of such assigning Limited Partner, such assigning Limited Partner shall not cease to be a Limited Partner or cease to have any of the rights or obligations benefit of a Limited Partner hereunder.Class A Member (or such Class A Member's heirs or family members); (db) Anything herein The Transferee shall expressly consent in writing to the contrary notwithstanding, both the Partnership and the General Partner shall be entitled to treat the assignor of any Partnership Units as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to it, until such time as a written notice of the Transfer that conforms to the requirements of this Article XIII has been received by the Partnership and accepted by the General Partner. (e) A Person who is the assignee of a Partnership Unit as permitted hereby but does not become a Substituted Limited Partner and who desires to make a further Transfer of such Partnership Unit, shall be subject to all of the provisions of this Article XIII Agreement in the manner set forth in Section 16.2; c) The Transferor or Transferee shall have delivered to the same extent Board a duly executed copy of the instrument making such Transfer, and such other documents or instruments as the Board may reasonably request, including, without limitation, an opinion of counsel if required by the Company pursuant to Section 14.3; and d) The Transferor or the Transferee shall have paid all reasonable legal fees and costs of the Company in connection with the same manner Transferee's admission as any Limited Partner desiring to make a Transfer of its Partnership Unitsubstitute Member.

Transferees. SC1:3479243.8 (a) The Partnership shall not recognize for any purpose any purported Transfer of any Partnership Unit unless the provisions of Sections 13.1 14.1 through 13.414.4, inclusive, shall have been complied with and there shall have been filed with the Partnership a dated notice of such Transfer, in form satisfactory to the General Partner, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice contains (i) contains the acceptance by the purchaser, assignee or transferee of all of the terms and provisions of this Agreement applicable to it, including the provisions of Section 14.8 15.8 and its agreement to be bound hereby, (ii) a representation represents that such Transfer was made in accordance with all applicable laws and regulations, (iii) contains a joinder to the Exchange Agreement executed by the purchaser, assignee or transferee pursuant to and in accordance with the Exchange Agreement, and (iv) contains a power of attorney granted by the purchaser, assignee or transferee to the General Partner to execute this Agreement on its behalf. (b) Unless and until an assignee of a Partnership Unit shall have been admitted to the Partnership as a Substituted Limited Partner pursuant to Section 13.514.5, such assignee shall be entitled only to the economic rights of an assignee of a Partnership Unit under Section 17‑702(a)(3) of the Act and any successor provision, and such assignee shall not have the power or right to exercise, or to compel by legal action or otherwise the assigning Partnership Unit Holder to exercise, any rights or powers of a Partnership Unit Holder, including without limitation the right to give consents with respect to such Partnership Unit; provided, however, that in any event a Person acquiring a Partnership Unit shall have only such rights as and shall be subject to all the obligations as are set forth in this Agreement, and, without limiting the generality of the foregoing, such Person shall not have any right to partition of the Partnership’s assets or to have the value of its Partnership Unit ascertained or receive the value of such Partnership Unit. (c) Unless and until a Substituted Limited Partner is admitted in place of such assigning Limited Partner, such assigning Limited Partner shall not cease to be a Limited Partner or cease to have any of the rights or obligations of a Limited Partner hereunder. (d) Anything herein to the contrary notwithstanding, both the Partnership and the General Partner shall be entitled to treat the assignor of any Partnership Units as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to it, until such time as a written notice of the Transfer that conforms to the requirements of this Article XIII XIV has been received by the Partnership and accepted by the General Partner. (e) A Person who is the assignee of a Partnership Unit as permitted hereby but does not become a Substituted Limited Partner and who desires to make a further Transfer of such Partnership Unit, shall be subject to all of the provisions of this Article XIII XIV to the same extent and in the same manner as any Limited Partner desiring to make a Transfer of its Partnership Unit.

Transferees. SC1:3479243.8 (a) The Partnership shall not recognize for any purpose any purported Transfer of any Partnership Unit unless the provisions of Sections 13.1 through 13.4, inclusive, shall have been complied with and there shall have been filed with the Partnership a dated notice of such Transfer, in form satisfactory to the General Partner, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice contains (i) the acceptance by the purchaser, assignee or transferee of all of the terms and provisions of this Agreement applicable to it, including the provisions of Section 14.8 and its agreement to be bound hereby, (ii) a representation that such Transfer was made in accordance with all applicable laws and regulations, (iii) a joinder to the Exchange Agreement executed by the purchaser, assignee or transferee pursuant to and in accordance with the Exchange Agreement, and (iv) a power of attorney granted by the purchaser, assignee or transferee to the General Partner to execute this Agreement on its behalf. (b) Unless and until an assignee of a Partnership Unit shall have been admitted to the Partnership as a Substituted Limited Partner pursuant to Section 13.5, such assignee shall be entitled only to the economic rights of an assignee of a Partnership Unit under Section 17‑702(a)(317-702(a)(3) of the Act and any successor provision, and such assignee shall not have the power or right to exercise, or to compel by legal action or otherwise the assigning Partnership Unit Holder to exercise, any rights or powers of a Partnership Unit Holder, including without limitation the right to give consents with respect to such Partnership Unit; provided, however, that in any event a Person acquiring a Partnership Unit shall have only such rights as and shall be subject to all the obligations as are set forth in this Agreement, and, without limiting the generality of the foregoing, such Person shall not have any right to partition of the Partnership’s assets or to have the value of its Partnership Unit ascertained or receive the value of such Partnership Unit. (c) Unless and until a Substituted Limited Partner is admitted in place of such assigning Limited Partner, such assigning Limited Partner shall not cease to be a Limited Partner or cease to have any of the rights or obligations of a Limited Partner hereunder. (d) Anything herein to the contrary notwithstanding, both the Partnership and the General Partner shall be entitled to treat the assignor of any Partnership Units as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to it, until such time as a written notice of the Transfer that conforms to the requirements of this Article XIII has been received by the Partnership and accepted by the General Partner. (e) A Person who is the assignee of a Partnership Unit as permitted hereby but does not become a Substituted Limited Partner and who desires to make a further Transfer of such Partnership Unit, shall be subject to all of the provisions of this Article XIII to the same extent and in the same manner as any Limited Partner desiring to make a Transfer of its Partnership Unit.

Transferees. SC1:3479243.8 A permitted transferee of a Member shall be entitled to receive the share of Company income, gains, losses, deductions, credits and distributions to which its transferor would have been entitled. However, the transferee of any Interest shall not become a Member of the Company unless: (a) The Partnership shall not recognize for any purpose any purported Transfer the instrument of any Partnership Unit unless the provisions of Sections 13.1 through 13.4, inclusive, shall have been complied with and there shall have been filed with the Partnership assignment so provides; (b) such transferee agrees in writing to be bound as a dated notice of such Transfer, in form satisfactory to the General Partner, executed and acknowledged Member by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice contains this Agreement; (ic) the acceptance by the purchaser, assignee or transferee of all of the terms and provisions of this Agreement applicable to itMembers, including the provisions of Section 14.8 and its agreement to be bound herebyin their sole discretion, (ii) a representation that such Transfer was made in accordance with all applicable laws and regulations, (iii) a joinder consent to the Exchange Agreement executed by admission of such transferee as a Member (which consent shall automatically be deemed given in the purchaser, assignee or transferee pursuant to and in accordance with the Exchange Agreement, case of an Affiliate transfer permitted under Section 12.1); and (ivd) a power of attorney granted by the purchaser, assignee or transferee underlying transfer could not reasonably be expected to result in the General Partner to execute this Agreement on its behalf. (b) Unless and until an assignee of a Partnership Unit shall have been admitted to the Partnership Company being treated as a Substituted Limited Partner pursuant to Section 13.5, such assignee shall be entitled only to the economic rights of an assignee of a Partnership Unit under Section 17‑702(a)(3) of the Act and any successor provision, and such assignee shall not have the power or right to exercise, or to compel by legal action corporation or otherwise the assigning Partnership Unit Holder to exercise, any rights or powers of a Partnership Unit Holder, including without limitation the right to give consents with respect to such Partnership Unitbeing taxed as an entity for federal income tax purposes; provided, however, that in any event such consent shall not be required with respect to a Person acquiring transfer that is approved by the Members or is otherwise permitted pursuant to the terms of this Agreement. Upon becoming a Partnership Unit Member, such transferee shall have only such rights as and shall be subject to all the obligations as are set forth in this Agreement, and, without limiting the generality of the foregoing, such Person shall not have any right to partition of the Partnership’s assets or to have the value of its Partnership Unit ascertained or receive the value of such Partnership Unit. (c) Unless and until a Substituted Limited Partner is admitted in place of such assigning Limited Partner, such assigning Limited Partner shall not cease to be a Limited Partner or cease to have any of the rights or obligations of a Limited Partner hereunder. (d) Anything herein to the contrary notwithstanding, both the Partnership and the General Partner shall be entitled to treat the assignor of any Partnership Units as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to it, until such time as a written notice of the Transfer that conforms to the requirements of this Article XIII has been received by the Partnership and accepted by the General Partner. (e) A Person who is the assignee of a Partnership Unit as permitted hereby but does not become a Substituted Limited Partner and who desires to make a further Transfer of such Partnership Unitpowers of, shall be subject to all of the provisions restrictions applicable to, shall assume all of the obligations of, and shall succeed to the status of, its predecessor, and shall in all respects be a Member under this Agreement. Any transferee of an Interest who is admitted to the Company as a Member shall be considered for all purposes to be a Member of the same class as his transferor. The use of the term “Member” in this Agreement shall be deemed to include any such additional Members. Until such transferee is admitted as a Member pursuant to this Section 12.2, (a) such transferee shall not be entitled to participate in the management of the Company or to exercise any voting or other rights or powers of a Member, except for the rights described in the first sentence of this Article XIII Section 12.2, and (b) the transferor Member shall continue to be a Member and to be entitled to exercise any rights or powers of a Member with respect to the same extent and in the same manner as any Limited Partner desiring to make a Transfer of its Partnership UnitInterest transferred.