THE DEFINITION OF
INDEPENDENT DIRECTOR OF SUCH BORROWER ENTITY SHALL, WITHOUT ANY ACTION OF ANY
OTHER PERSON AND SIMULTANEOUSLY WITH THE PARTNER CEASING TO BE THE PARTNER OF
SUCH BORROWER ENTITY, AUTOMATICALLY BE ADMITTED TO BORROWER ("SPECIAL LIMITED
PARTNER") AND SHALL CONTINUE SUCH BORROWER ENTITY WITHOUT DISSOLUTION AND (B)
SPECIAL LIMITED PARTNER MAY NOT RESIGN FROM SUCH BORROWER ENTITY OR TRANSFER ITS
RIGHTS AS SPECIAL LIMITED PARTNER UNLESS A SUCCESSOR SPECIAL LIMITED PARTNER HAS
BEEN ADMITTED TO SUCH BORROWER ENTITY AS SPECIAL LIMITED PARTNER IN ACCORDANCE
WITH THE APPLICABLE LP AGREEMENT. EACH LP AGREEMENT SHALL FURTHER PROVIDE THAT
(V) SPECIAL LIMITED PARTNER SHALL AUTOMATICALLY CEASE TO BE A LIMITED PARTNER OF
THE APPLICABLE BORROWER ENTITY UPON THE ADMISSION TO SUCH BORROWER ENTITY OF A
SUBSTITUTE PARTNER, (W) SPECIAL LIMITED PARTNER SHALL BE A PARTNER OF SUCH
BORROWER ENTITY THAT HAS NO INTEREST IN THE PROFITS, LOSSES AND CAPITAL OF
BORROWER ENTITY AND HAS NO RIGHT TO RECEIVE ANY DISTRIBUTIONS OR ASSETS OF SUCH
BORROWER ENTITY (X) PURSUANT TO THE DELAWARE REVISED UNIFORM LIMITED PARTNERSHIP
ACT (THE "LP ACT"), SPECIAL LIMITED PARTNER SHALL NOT BE REQUIRED TO MAKE ANY
CAPITAL CONTRIBUTIONS TO SUCH BORROWER ENTITY AND SHALL NOT RECEIVE A LIMITED
PARTNERSHIP INTEREST IN SUCH BORROWER ENTITY, (Y) SPECIAL LIMITED PARTNER, IN
ITS CAPACITY AS SPECIAL LIMITED PARTNER,
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MAY NOT BIND SUCH BORROWER ENTITY, AND (Z) EXCEPT AS REQUIRED BY ANY MANDATORY
PROVISION OF THE LP ACT, SPECIAL LIMITED PARTNER, IN ITS CAPACITY AS SPECIAL
LIMITED PARTNER, SHALL HAVE NO RIGHT TO VOTE ON, APPROVE OR OTHERWISE CONSENT TO
ANY ACTION BY, OR MATTER RELATING TO, SUCH BORROWER ENTITY INCLUDING, WITHOUT
LIMITATION, THE MERGER, CONSOLIDATION OR CONVERSION OF BORROWER. IN ORDER TO
IMPLEMENT THE ADMISSION TO SUCH BORROWER ENTITY OF SPECIAL LIMITED PARTNER,
SPECIAL LIMITED PARTNER SHALL EXECUTE A COUNTERPART OF THE APPLICABLE LP
AGREEMENT.
Upon the occurrence of any event that causes Partner to cease to be a limited
partner in any Borrower Entity, (other than (1) upon an assignment by Partner of
all of its partnership interest in such Borrower Entity and the admission of the
transferee in accordance with the Loan Documents and the LP Agreement, or (2)
the resignation of Partner and the admission of an additional limited partner of
such Borrower Entity in accordance with the terms of the Loan Documents and such
LP Agreement), to the fullest extent permitted by law, the personal
representative of Partner shall, within ninety (90) days after the occurrence of
the event that terminated the continued limited partnership of Partner in such
Borrower Entity, agree in writing (A) to continue such Borrower Entity and (B)
to the admission of the personal representative or its nominee or designee, as
the case may be, as a substitute limited partner of such Borrower Entity,
effective as of the occurrence of the event that terminated the continued
limited partnership of Partner of such Borrower Entity. Any action initiated by
or brought against Partner or Special Limited Partner under any Creditors Rights
Laws