2006 New York Code - Right Of Assignee To Become Limited Partner.

 
    §  121-704.  Right  of  assignee  to  become  limited  partner. (a) An
  assignee of a partnership interest, including an assignee of  a  general
  partner,  may  become  a  limited  partner if (i) the assignor gives the
  assignee  that  right  in  accordance  with  authority  granted  in  the
  partnership agreement, or (ii) all partners consent in writing, or (iii)
  to the extent that the partnership agreement so provides.
    (b)  An  assignee  who has become a limited partner has, to the extent
  assigned, the rights and powers, and is subject to the restrictions  and
  liabilities,  of  a  limited partner under the partnership agreement and
  this article. Notwithstanding the foregoing, unless  otherwise  provided
  in  the partnership agreement, an assignee who becomes a limited partner
  is liable for the obligations of his assignor to make  contributions  as
  provided in section 121-502 of this article, but shall not be liable for
  the  obligations  of  his assignor under sections 121-603 and 121-607 of
  this article. However, the assignee is not  obligated  for  liabilities,
  including  the  obligations  of  his  assignor  to make contributions as
  provided in section 121-502 of this article, unknown to the assignee  at
  the time he becomes a limited partner.