Common use of Citizenship Certificates; Non-citizen Assignees Clause in Contracts

Citizenship Certificates; Non-citizen Assignees. (a) If any Group Member is or becomes subject to any federal, state or local law or regulation that the General Partner determines would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Limited Partner or Assignee, the General Partner may request any Limited Partner or Assignee to furnish to the General Partner, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning such Limited Partner’s or Assignee’s nationality, citizenship or other related status (or, if the Limited Partner or Assignee is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the General Partner may request. If a Limited Partner or Assignee fails to furnish to the General Partner within the aforementioned 30-day period such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the General Partner determines that a Limited Partner or Assignee is not an Eligible Citizen, the Limited Partner Interests owned by such Limited Partner or Assignee shall be subject to redemption in accordance with the provisions of Section 4.10. In addition, the General Partner may require that the status of any such Limited Partner or Assignee be changed to that of a Non-citizen Assignee and, thereupon, such Non-citizen Assignee shall cease to be a Partner and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of the Non-citizen Assignee’s Limited Partner Interests. The General Partner shall be substituted for such Non-citizen Assignee as the Limited Partner or Assignee in respect of the Non-citizen Assignee’s Limited Partner Interests and shall vote such Limited Partner Interests in accordance with Section 4.9(b).

Citizenship Certificates; Non-citizen Assignees. (a) If any Group Member is or becomes subject to any federal, state or local law or regulation that the General Partner Board of Directors determines would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Limited Partner Member or Assignee, the General Partner Board of Directors may request any Limited Partner Member or Assignee to furnish to the General PartnerBoard of Directors, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning such Limited Partner’s or Assignee’s his nationality, citizenship or other related status (or, if the Limited Partner Member or Assignee is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the General Partner Board of Directors may request. If a Limited Partner Member or Assignee fails to furnish to the General Partner Board of Directors, within the aforementioned 30-day period period, such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the General Partner Board of Directors determines that a Limited Partner Member or Assignee is not an Eligible Citizen, the Limited Partner Member Interests owned by such Limited Partner Member or Assignee shall be subject to redemption in accordance with the provisions of Section 4.104.8. In addition, the General Partner Board of Directors may require that the status of any such Limited Partner Member or Assignee be changed to that of a Non-citizen Assignee and, thereupon, thereupon such Non-citizen Assignee Member shall cease to be a Partner member of the Company and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of the its Member Interests. The voting rights in respect of Member Interests of Non-citizen Assignee’s Limited Partner Interests. The General Partner Assignees shall be substituted deemed to have been exercised with the votes being distributed in the same ratios or for such the same candidates for election as Directors as the votes of Members in respect of Member Interests other than those of Non-citizen Assignee Assignees are cast, either for, against or abstaining as to the Limited Partner matter or Assignee in respect of the Non-citizen Assignee’s Limited Partner Interests and shall vote such Limited Partner Interests in accordance with Section 4.9(b)election.

Citizenship Certificates; Non-citizen Assignees. (a) If any Group Member is or becomes subject to any federal, state or local law or regulation that that, in the General Partner determines would create reasonable determination of the Board of Supervisors, creates a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Limited Partner or Assignee, the General Partner Board of Supervisors may request any Limited Partner or Assignee to furnish to the General PartnerBoard of Supervisors, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning such Limited Partner’s or Assignee’s his nationality, citizenship or other related status (or, if the Limited Partner or Assignee is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the General Partner Board of Supervisors may request. If a Limited Partner or Assignee fails to furnish to the General Partner Board of Supervisors within the aforementioned 30-day period such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the General Partner determines Board of Supervisors determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Limited Partner Partnership Interests owned by such Limited Partner or Assignee shall be subject to redemption in accordance with the provisions of Section 4.104.11. In addition, the General Partner may require that the status of any such Limited Partner or Assignee be changed to that of a Non-citizen Assignee and, thereupon, such Non-citizen Assignee shall cease to be a Partner and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of the Non-citizen Assignee’s Limited Partner Interests. The General Partner shall be substituted for such Non-citizen Assignee as the Limited Partner or Assignee in respect of the such Non-citizen Assignee’s Limited Partner Interests and shall vote such Limited Partner Interests in accordance with Section 4.9(b)Units.

Citizenship Certificates; Non-citizen Assignees. (a) If any Group Member is or becomes subject to any federal, state or local law or regulation that the General Partner determines would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Limited Partner or Assignee, the General Partner may request any Limited Partner or Assignee to furnish to the General Partner, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning such Limited Partner’s 's or Assignee’s 's nationality, citizenship or other related status (or, if the Limited Partner or Assignee is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the General Partner may request. If a Limited Partner or Assignee fails to furnish to the General Partner within the aforementioned 30-day period such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the General Partner determines that a Limited Partner or Assignee is not an Eligible Citizen, the Limited Partner Interests owned by such Limited Partner or Assignee shall be subject to redemption in accordance with the provisions of Section 4.10. In addition, the General Partner may require that the status of any such Limited Partner or Assignee be changed to that of a Non-citizen Assignee and, thereupon, such Non-citizen Assignee shall cease to be a Partner and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of the Non-citizen Assignee’s 's Limited Partner Interests. The General Partner shall be substituted for such Non-citizen Assignee as the Limited Partner or Assignee in respect of the Non-citizen Assignee’s 's Limited Partner Interests and shall vote such Limited Partner Interests in accordance with Section 4.9(b).

Citizenship Certificates; Non-citizen Assignees. (a) If any Group Member is or becomes subject to any federal, state or local law or regulation that the General Partner Board of Directors determines would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Limited Partner Member or Assignee, the General Partner Board of Directors may request any Limited Partner Member or Assignee to furnish to the General PartnerBoard of Directors, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning such Limited Partner’s or Assignee’s his nationality, citizenship or other related status (or, if the Limited Partner Member or Assignee is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the General Partner Board of Directors may request. If a Limited Partner Member or Assignee fails to furnish to the General Partner Board of Directors within the aforementioned such 30-day period such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the General Partner Board of Directors determines that a Limited Partner Member or Assignee is not an Eligible Citizen, the Limited Partner Member Interests owned by such Limited Partner Member or Assignee shall be subject to redemption in accordance with the provisions of Section 4.104.8. In addition, the General Partner Board of Directors may require that the status of any such Limited Partner Member or Assignee be changed to that of a Non-citizen Assignee and, thereupon, such Non-citizen Assignee Member shall cease to be a Partner member of the Company and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of the its Member Interests. The voting rights in respect of Member Interests of Non-citizen Assignee’s Limited Partner Interests. The General Partner Assignees shall be substituted deemed to have been exercised with the votes being distributed in the same ratios or for such the same candidates for election as Directors as the votes of Members in respect of Member Interests other than those of Non-citizen Assignee Assignees are cast, either for, against or abstaining as to the Limited Partner matter or Assignee in respect of the Non-citizen Assignee’s Limited Partner Interests and shall vote such Limited Partner Interests in accordance with Section 4.9(b)election.

Citizenship Certificates; Non-citizen Assignees. (a) If any Group Member is or becomes subject to any federal, state or local law or regulation that that, in the reasonable determination of the General Partner determines would create Partner, creates a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Limited Partner or Assignee, the General Partner may request any Limited Partner or Assignee to furnish to the General Partner, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning such Limited Partner’s or Assignee’s his nationality, citizenship or other related status (or, if the Limited Partner or Assignee is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the General Partner may request. If a Limited Partner or Assignee fails to furnish to the General Partner within the aforementioned 30-day period such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the General Partner determines determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Limited Partner Partnership Interests owned by such Limited Partner or Assignee shall be subject to redemption in accordance with the provisions of Section 4.10. In addition, the General Partner may require that the status of any such Limited Partner or Assignee be changed to that of a Non-citizen Assignee and, thereupon, such Non-citizen Assignee shall cease to be a Partner and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of the Non-citizen Assignee’s Limited Partner Interests. The General Partner shall be substituted for such Non-citizen Assignee as the Limited Partner in respect of his Limited Partner Interests. (b) The General Partner shall, in exercising voting rights in respect of Limited Partner Interests held by it on behalf of Non-citizen Assignees, distribute the votes in the same ratios as the votes of Partners (including without limitation the General Partner) in respect of Limited Partner Interests other than those of Non-citizen Assignees are cast, either for, against or abstaining as to the matter. (c) Upon dissolution of the Partnership, a Non-citizen Assignee shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Non-citizen Assignee's share of the distribution in kind. Such payment and assignment shall be treated for Partnership purposes as a purchase by the Partnership from the Non-citizen Assignee of his Limited Partner Interest (representing his right to receive his share of such distribution in kind). (d) At any time after he can and does certify that he has become an Eligible Citizen, a Non-citizen Assignee may, upon application to the General Partner, request admission as a Substituted Limited Partner with respect to any Limited Partner Interests of such Non-citizen Assignee not redeemed pursuant to Section 4.10, and upon his admission pursuant to Section 10.2, the General Partner shall cease to be deemed to be the Limited Partner in respect of the Non-citizen Assignee’s 's Limited Partner Interests. Section 4.10 Redemption of Partnership Interests and shall vote of Non-citizen Assignees. (a) If at any time a Limited Partner or Assignee fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.9(a), or if upon receipt of such Citizenship Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership may, unless the Limited Partner or Assignee establishes to the satisfaction of the General Partner that such Limited Partner or Assignee is an Eligible Citizen or has transferred his Partnership Interests in accordance with Section 4.9(b).to a Person who is an Eligible Citizen and who furnishes a Citizenship Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Partnership Interest of such Limited Partner or Assignee as follows: (i) The General Partner shall, not later than the 30th day before the date fixed for redemption, give notice of redemption to the Limited Partner or Assignee, at his last address designated on the records of the 25

Citizenship Certificates; Non-citizen Assignees. (a) If any Group Member is or becomes subject to any federal, state or local law or regulation that that, in the reasonable determination of the Managing General Partner determines would create Partner, creates a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Limited Partner or Assignee, the Managing General Partner may request any Limited Partner or Assignee to furnish to the Managing General Partner, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning such Limited Partner’s or Assignee’s his nationality, citizenship or other related status (or, if the Limited Partner or Assignee is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the Managing General Partner may request. If a Limited Partner or Assignee fails to furnish to the Managing General Partner within the aforementioned 30-day period such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the Managing General Partner determines determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Limited Partner Partnership Interests owned by such Limited Partner or Assignee shall be subject to redemption in accordance with the provisions of Section 4.104.11. In addition, the Managing General Partner may require that the status of any such Limited Partner or Assignee be changed to that of a Non-citizen Assignee and, thereupon, such Non-citizen Assignee shall cease to be a Partner and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of the Non-citizen Assignee’s Limited Partner Interests. The Managing General Partner shall be substituted for such Non-citizen Assignee as the Limited Partner or Assignee in respect of the Non-citizen Assignee’s his Limited Partner Interests and shall vote such Limited Partner Interests in accordance with Section 4.9(b)Interests.

Citizenship Certificates; Non-citizen Assignees. (a) If any Group Member is or becomes subject to any federal, state or local law or regulation that the General Partner Board of Directors determines would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Limited Partner Member or Assignee, the General Partner Board of Directors may request any Limited Partner Member or Assignee to furnish to the General PartnerBoard of Directors, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning such Limited Partner’s or Assignee’s his nationality, citizenship or other related status (or, if the Limited Partner Member or Assignee is a nominee holding for the account 27 of another Person, the nationality, citizenship or other related status of such Person) as the General Partner Board of Directors may request. If a Limited Partner Member or Assignee fails to furnish to the General Partner Board of Directors, within the aforementioned 30-day period period, such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the General Partner Board of Directors determines that a Limited Partner Member or Assignee is not an Eligible Citizen, the Limited Partner Member Interests owned by such Limited Partner Member or Assignee shall be subject to redemption in accordance with the provisions of Section 4.104.8. In addition, the General Partner Board of Directors may require that the status of any such Limited Partner Member or Assignee be changed to that of a Non-citizen Assignee and, thereupon, thereupon such Non-citizen Assignee Member shall cease to be a Partner member of the Company and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of the its Member Interests. The voting rights in respect of Member Interests of Non-citizen Assignee’s Limited Partner Interests. The General Partner Assignees shall be substituted deemed to have been exercised with the votes being distributed in the same ratios or for such the same candidates for election as Directors as the votes of Members in respect of Member Interests other than those of Non-citizen Assignee Assignees are cast, either for, against or abstaining as to the Limited Partner matter or Assignee in respect of the Non-citizen Assignee’s Limited Partner Interests and shall vote such Limited Partner Interests in accordance with Section 4.9(b)election.

Citizenship Certificates; Non-citizen Assignees. (a) If any Group Member is or becomes subject to any federal, state or local law or regulation that the General Partner Board of Managers determines would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Limited Partner Member or Assignee, the General Partner Board of Managers may request any Limited Partner Member or Assignee to furnish to the General PartnerBoard of Managers, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning such Limited Partner’s or Assignee’s his nationality, citizenship or other related status (or, if the Limited Partner Member or Assignee is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the General Partner Board of Managers may request. If a Limited Partner Member or Assignee fails to furnish to the General Partner Board of Managers within the aforementioned such 30-day period such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the General Partner Board of Managers determines that a Limited Partner Member or Assignee is not an Eligible Citizen, the Limited Partner Member Interests owned by such Limited Partner Member or Assignee shall be subject to redemption in accordance with the provisions of Section 4.104.8. In addition, the General Partner Board of Managers may require that the status of any such Limited Partner Member or Assignee be changed to that of a Non-citizen Assignee and, thereupon, such Non-citizen Assignee Member shall cease to be a Partner member of the Company and shall have no voting rights, whether arising hereunder, under the Delaware Act, at law, in equity or otherwise, in respect of the its Member Interests. The voting rights in respect of Member Interests of Non-citizen Assignee’s Limited Partner Interests. The General Partner Assignees shall be substituted deemed to have been exercised with the votes being distributed in the same ratios or for such the same candidates for election as Managers as the votes of Members in respect of Member Interests other than those of Non-citizen Assignee Assignees are cast, either for, against or abstaining as to the Limited Partner matter or Assignee in respect of the Non-citizen Assignee’s Limited Partner Interests and shall vote such Limited Partner Interests in accordance with Section 4.9(b)election.