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), ANY PERSON ACTING
AS OR ANY PERSON THAT MEETS 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, 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