A
MADE IN ACCORDANCE WITH THIS AGREEMENT SHALL NOT BE DEEMED AN AMENDMENT TO THIS
AGREEMENT.
ANY REFERENCE IN THIS AGREEMENT TO SCHEDULE A SHALL BE DEEMED TO BE
A REFERENCE TO SCHEDULE A AS AMENDED AND IN EFFECT FROM TIME TO TIME.
SECTION 3.2.
DISPOSITIONS OF PARTNERSHIP INTERESTS.
NO LIMITED PARTNER, NOR
ANY SPOUSE OF A LIMITED PARTNER, PERSONAL REPRESENTATIVE OF A LIMITED PARTNER OR
LEGAL REPRESENTATIVE OR AGENT OF A LIMITED PARTNER, MAY DISPOSE OF ALL OR ANY
PORTION OF SUCH LIMITED PARTNER'S INTEREST, EXCEPT IN COMPLIANCE WITH ARTICLE
IV.
EACH OF THE LIMITED PARTNERS AGREES THAT THE RESTRICTIONS CONTAINED IN THIS
AGREEMENT ARE FAIR AND REASONABLE AND IN THE BEST INTEREST OF THE PARTNERSHIP
AND THE PARTNERS.
SECTION 3.3.
ADMISSION OF ADDITIONAL LIMITED PARTNERS.
ANY PERSON THAT
ACQUIRES INTERESTS PURSUANT TO A DISPOSITION OF INTERESTS TO SUCH PERSON BY A
LIMITED PARTNER IN ACCORDANCE WITH ARTICLE IV AND THE OTHER PROVISIONS OF THIS
AGREEMENT OR PURSUANT TO AN ISSUANCE TO SUCH PERSON BY THE PARTNERSHIP IN
ACCORDANCE WITH THIS AGREEMENT SHALL AUTOMATICALLY BE ADMITTED AS A LIMITED
PARTNER WITHOUT FURTHER ACTION BY THE PARTNERSHIP OR THE GENERAL PARTNER UPON
SIGNING AN ADDENDUM AGREEMENT IN THE FORM ATTACHED HERETO AS EXHIBIT C (AN
"ADDENDUM AGREEMENT"), WHICH, IN THE CASE OF OEP, WAS SATISFIED WITH THE
EXECUTION OF THE JOINDER AGREEMENT.
NO OTHER PERSON THAT ACQUIRES AN INTEREST
SHALL BE ADMITTED TO THE PARTNERSHIP AS AN ADDITIONAL LIMITED PARTNER OF THE
PARTNERSHIP IN CONNECTION WITH A DISPOSITION OR AN ISSUANCE BY THE PARTNERSHIP,
WITHOUT THE CONSENT OF THE GENERAL PARTNER.
SECTION 3.4.
INFORMATION.
(A)
NO LIMITED PARTNER SHALL BE ENTITLED TO OBTAIN ANY INFORMATION
RELATING TO THE PARTNERSHIP EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN
ANOTHER WRITTEN AGREEMENT BETWEEN THE PARTNERSHIP AND A LIMITED PARTNER GIVING
SUCH LIMITED PARTNER RIGHTS TO RECEIVE INFORMATION FROM THE PARTNERSHIP OR TO
THE EXTENT REQUIRED BY THE PARTNERSHIP ACT; AND TO THE EXTENT A LIMITED PARTNER
IS SO ENTITLED TO SUCH INFORMATION, SUCH LIMITED PARTNER SHALL BE SUBJECT TO THE
PROVISIONS OF SECTION 3.4(B).
THE GENERAL PARTNER SHALL HAVE ACCESS TO ALL
INFORMATION REGARDING THE PARTNERSHIP SUBJECT TO THE PROVISIONS OF SECTION
3.4(B).
(B)
SUBJECT TO SECTION 10.3, EACH PARTNER AGREES THAT ALL CONFIDENTIAL
INFORMATION SHALL BE KEPT CONFIDENTIAL BY SUCH PARTNER AND SHALL NOT BE
DISCLOSED BY SUCH PARTNER IN ANY MANNER WHATSOEVER; PROVIDED, HOWEVER, THAT (I)
ANY OF SUCH CONFIDENTIAL INFORMATION MAY BE DISCLOSED BY A PARTNER TO ITS
MANAGERS, OFFICERS, EMPLOYEES AND AUTHORIZED REPRESENTATIVES (INCLUDING
ATTORNEYS, ACCOUNTANTS, CONSULTANTS, BANKERS AND FINANCIAL ADVISORS OF SUCH
PARTNER) AND EACH PARTNER THAT IS A LIMITED PARTNERSHIP MAY DISCLOSE SUCH
CONFIDENTIAL INFORMATION TO ANY FORMER PARTNERS WHO RETAINED AN ECONOMIC
INTEREST IN SUCH PARTNER, AND TO ANY CURRENT OR PROSPECTIVE PARTNER, LIMITED
PARTNER, GENERAL PARTNER OR MANAGEMENT COMPANY OF SUCH PARTNER (OR ANY EMPLOYEE,
ATTORNEY, ACCOUNTANT, CONSULTANT, BANKER OR FINANCIAL ADVISOR OR REPRESENTATIVE
OF
5
ANY OF THE FOREGOING) (COLLECTIVELY, FOR PURPOSES OF THIS SECTION 3.4(B),
"REPRESENTATIVES"), EACH OF WHICH REPRESENTATIVES