Common use of Assignability of Interests Clause in Contracts

Assignability of Interests. Subject to the limitations set forth in this Section 7.1, except as specifically provided by this Agreement, the Equity Interest in the Partnership of a Limited Partner may not be directly or indirectly assigned without the written consent of the General Partner, which consent may be withheld in its sole and absolute discretion; provided that the consent of the General Partner shall not be required to effect any assignment to the successor trustee or successor investment manager of an ERISA Partner. No Limited Partner shall be entitled to assign its Equity Interest in the Partnership without providing to the General Partner such evidence as it may reasonably require, including an opinion of a nationally recognized counsel or in-house counsel regularly employed by a Limited Partner, such counsel having expertise in the subject matter of such opinion, if so required, that the assignment or transfer will not: (a) violate the registration provisions of the Securities Act, or the securities laws of any applicable jurisdiction; (b) cause the Partnership not to be entitled to any exemption from the definition of an “investment company” pursuant to Section 3 of the Investment Company Act, and the rules and regulations of the Securities and Exchange Commission thereunder; (c) result in the termination of the Partnership under the Internal Revenue Code (unless such requirement is waived by the General Partner); (d) cause the Partnership to fail to satisfy the requirements of any otherwise applicable safe harbor from treatment as a publicly traded partnership under Treasury Regulations Section 1.7704-1; (e) result in the assets of the Partnership or the actions of the General Partner being subject to Part 4 of Subtitle B of Title I of ERISA; (f) cause the Partnership or any Partner to be in violation of any law, contract or other obligation legally binding upon any of them or otherwise suffer any material adverse consequence; or (g) cause the Company to receive or accrue any amounts described in Code Section 856(d)(2)(B) or otherwise jeopardize the Company’s status as a REIT. In addition, no assignment of a Partner’s Equity Interest, other than pursuant to Section 4.2, shall be permitted if at the time of such assignment, the assigning Limited Partner is in default in its obligations under this Agreement. No assignment of a Partner’s Equity Interest shall be binding upon the Partnership until the General Partner receives an executed copy of all documents effecting such assignment, which shall be in form and substance satisfactory to the General Partner, and until such assignment is approved by the General Partner pursuant to this Section 7.1. Notwithstanding the assignment of all or any portion of a Partner’s Equity Interest in the Partnership, (i), unless otherwise agreed by the General Partner, in its sole discretion, the assignor shall continue to be liable with respect to its Capital Commitment relating to the interest assigned, and (ii) the assignment of an Equity Interest in the Partnership shall not entitle the assignee to be admitted as a substitute Limited Partner other than pursuant to Section 7.2.

Assignability of Interests. Subject to the limitations set forth in this Section 7.1, except as specifically provided by this Agreement, the Equity Interest in the Partnership No interest of a Limited Partner in the Partnership may be sold, assigned, transferred, pledged, hypothecated, gifted, exchanged, optioned or encumbered (each, a "Transfer"), nor may any interest in any Limited Partner be Transferred, and no Transfer shall be binding upon the Partnership or any Limited Partner unless it is expressly permitted by this Article V and the General Partner receives an executed copy of such assignment, which shall be in form and substance reasonably satisfactory to the General Partner. The assignee of such interest in the Partnership may become a substitute Limited Partner only upon the terms and conditions set forth in Section 5.2. No Limited Partner's interest in the Partnership or, in the case of a Limited Partner which is not an individual, the direct and indirect interests of a beneficial owner of such Limited Partner, may be directly Transferred except: (a) to the General Partner; (b) to AMG pursuant to the provisions of Section 3.9, 7.1 or indirectly assigned without 7.3 hereof or pursuant to the provisions of such other agreement as may be entered into by the Partnership in connection with the issuance of Partnership Points; (c) upon the death of such beneficial owner, their interests in the Partnership or in the Limited Partner may be Transferred by will or the laws of descent and distribution; (d) a Limited Partner (and its beneficial owners) may Transfer interests in the Partnership or in such Limited Partner to members of his or her Immediate Family (or trusts for their benefit and of which the beneficial owner is the settlor and/or trustee, provided that any such trust does not require or permit distribution of such interests); and (e) another Limited Partner, with the prior written consent of the General Partner, which consent may be granted or withheld by the General Partner in its sole discretion (provided, however, unless Willxxx X. Xxxx xx the President and absolute discretion; provided that Chief Executive Officer of 27 32 AMG, Limited Partners may, with a Majority Vote, transfer an aggregate of up to 1.5 Partnership Points without the consent of, but with at least fifteen (15) days prior written notice to, the General Partner (which transfer or transfers may take place on one or more dates and subject to such terms and conditions as may be set by a Majority Vote, subject to a maximum number of 1.5 Partnership Points for all such transfers on all such occasions taken together); and (f) the stockholders of such Limited Partner, with the prior written approval of the General Partner shall not be required and subject to effect any assignment to the successor trustee or successor investment manager of an ERISA Partner. No such Limited Partner shall be entitled to assign its Equity Interest in and such stockholders making such representations and warranties regarding the Partnership without providing to ownership of such Limited Partner and such stockholder as the General Partner such evidence as it may reasonably requiredeem necessary or appropriate. ; provided, including an opinion of a nationally recognized counsel or in-house counsel regularly employed by a Limited Partner, such counsel having expertise that in the subject matter case of such opinion, if so required, that the assignment or transfer will not: (a) violate the registration provisions of the Securities Act, or the securities laws of any applicable jurisdiction; (b) cause the Partnership not to be entitled to any exemption from the definition of an “investment company” pursuant to Section 3 of the Investment Company Act, and the rules and regulations of the Securities and Exchange Commission thereunder; (c) result in the termination of the Partnership under the Internal Revenue Code (unless such requirement is waived by the General Partner); , (d) cause the Partnership to fail to satisfy the requirements of any otherwise applicable safe harbor from treatment as a publicly traded partnership under Treasury Regulations Section 1.7704-1; (e) result in the assets of the Partnership or the actions of the General Partner being subject to Part 4 of Subtitle B of Title I of ERISA; (f) cause above, (i) the transferee enters into an agreement with the Partnership or any Partner agreeing to be in violation bound by the provisions hereof (and the transferee enters into (A) if such transferee is not already a party to a Non Solicitation Agreement, the relevant Non Solicitation Agreement, and (B) if the transferee is (or has an equityholder which is) an employee of any lawFirst Quadrant Limited, contract or other obligation legally binding upon any of them or otherwise suffer any material adverse consequence; or (gthe Revenue Agreement) cause the Company to receive or accrue any amounts described in Code Section 856(d)(2)(B) or otherwise jeopardize the Company’s status as a REIT. In addition, no assignment of a Partner’s Equity Interest, other than pursuant to Section 4.2, shall be permitted if at the time of such assignment, the assigning Limited Partner is in default in its obligations under this Agreement. No assignment of a Partner’s Equity Interest shall be binding upon the Partnership until the General Partner receives an executed copy of all documents effecting such assignment, which shall be in form and substance satisfactory (to the General Partner, and until extent such assignment is approved by the General Partner pursuant to this Section 7.1. Notwithstanding the assignment of all or Person then would hold any portion of a Partner’s Equity Interest interest in the Partnership, (i), unless otherwise agreed by the General Partner, in its sole discretion, the assignor shall continue to be liable with respect to its Capital Commitment relating to the interest assigned, and (ii) whether or not the assignment of transferee enters into such an Equity Interest agreement, such Partnership Interests, and interests in such Limited Partner, shall thereafter remain subject to this Agreement (and, if applicable, the Partnership shall not entitle relevant Non Solicitation Agreement) to the assignee to same extent they would be admitted as a substitute if held by such Limited Partner other than pursuant or beneficial owner, as applicable. For all purposes of this Partnership Agreement, any Transfers of Partnership Interests shall be deemed to Section 7.2occur as of the close of business on the last day of the calendar month in which any such Transfer would otherwise have occurred.

Assignability of Interests. Subject to the limitations set forth in this Section 7.1, except as specifically provided by this Agreement, the Equity Interest in the Partnership No interest of a Limited Partner in the Partnership may be sold, assigned, transferred, pledged, hypothecated, gifted, exchanged, optioned or encumbered (each, a "Transfer"), nor may any interest in any Limited Partner be Transferred, and no Transfer shall be binding upon the Partnership or any Limited Partner unless it is expressly permitted by this Article V and the General Partner receives an executed copy of such assignment, which shall be in form and substance reasonably satisfactory to the General Partner. The assignee of such interest in the Partnership may become a substitute Limited Partner only upon the terms and conditions set forth in Section 5.2. No Limited Partner's interest in the Partnership or, in the case of a Limited Partner which is not an 32 36 individual, the direct and indirect interests of a beneficial owner of such Limited Partner, may be directly Transferred except: (a) to the General Partner; (b) to AMG pursuant to the provisions of Section 3.9, 7.1 or indirectly assigned without 7.3 hereof or pursuant to the provisions of such other agreement as may be entered into by the Partnership in connection with the issuance of Partnership Points; (c) upon the death of such beneficial owner, their interests in the Partnership or in the Limited Partner may be Transferred by will or the laws of descent and distribution; (d) a Limited Partner (and its beneficial owners) may Transfer interests in the Partnership or in such Limited Partner to members of his or her Immediate Family (or trusts for their benefit and of which the beneficial owner is the settlor and/or trustee, provided that any such trust does not require or permit distribution of such interests); and (e) another Limited Partner, with the prior written consent of the General Partner, which consent may be granted or withheld by the General Partner in its sole discretion (provided, however, unless Willxxx X. Xxxx xx the President and absolute discretion; provided that Chief Executive Officer of AMG, Limited Partners may, with a Majority Vote, transfer an aggregate of up to 1.5 Partnership Points without the consent of, but with at least fifteen (15) days prior written notice to, the General Partner (which transfer or transfers may take place on one or more dates and subject to such terms and conditions as may be set by a Majority Vote, subject to a maximum number of 1.5 Partnership Points for all such transfers on all such occasions taken together); and (f) the stockholders of such Limited Partner, with the prior written approval of the General Partner shall not be required and subject to effect any assignment to the successor trustee or successor investment manager of an ERISA Partner. No such Limited Partner shall be entitled to assign its Equity Interest in and such stockholders making such representations and warranties regarding the Partnership without providing to ownership of such Limited Partner and such stockholder as the General Partner such evidence as it may reasonably requiredeem necessary or appropriate. ; provided, including an opinion of a nationally recognized counsel or in-house counsel regularly employed by a Limited Partner, such counsel having expertise that in the subject matter case of such opinion, if so required, that the assignment or transfer will not: (a) violate the registration provisions of the Securities Act, or the securities laws of any applicable jurisdiction; (b) cause the Partnership not to be entitled to any exemption from the definition of an “investment company” pursuant to Section 3 of the Investment Company Act, and the rules and regulations of the Securities and Exchange Commission thereunder; (c) result in the termination of the Partnership under the Internal Revenue Code (unless such requirement is waived by the General Partner); , (d) cause the Partnership to fail to satisfy the requirements of any otherwise applicable safe harbor from treatment as a publicly traded partnership under Treasury Regulations Section 1.7704-1; (e) result in the assets of the Partnership or the actions of the General Partner being subject to Part 4 of Subtitle B of Title I of ERISA; (f) cause above, (i) the transferee enters into an agreement with the Partnership or any Partner agreeing to be in violation bound by the provisions hereof (and the transferee enters into (A) if such transferee is not already a party to a Non Solicitation Agreement, the relevant Non Solicitation Agreement and (B) if the transferee is (or has an equityholder which is) an employee of any lawFirst Quadrant Limited, contract or other obligation legally binding upon any of them or otherwise suffer any material adverse consequence; or (gthe Revenue Agreement) cause the Company to receive or accrue any amounts described in Code Section 856(d)(2)(B) or otherwise jeopardize the Company’s status as a REIT. In addition, no assignment of a Partner’s Equity Interest, other than pursuant to Section 4.2, shall be permitted if at the time of such assignment, the assigning Limited Partner is in default in its obligations under this Agreement. No assignment of a Partner’s Equity Interest shall be binding upon the Partnership until the General Partner receives an executed copy of all documents effecting such assignment, which shall be in form and substance satisfactory (to the General Partner, and until extent such assignment is approved by the General Partner pursuant to this Section 7.1. Notwithstanding the assignment of all or Person then would hold any portion of a Partner’s Equity Interest interest in the Partnership, (i), unless otherwise agreed by the General Partner, in its sole discretion, the assignor shall continue to be liable with respect to its Capital Commitment relating to the interest assigned, and (ii) whether or not the assignment of transferee enters into such an Equity Interest agreement, such Partnership Interests, and interests in such Limited Partner, shall thereafter remain subject to this Agreement (and, if applicable, the Partnership shall not entitle relevant Non Solicitation Agreement) to the assignee to same extent they would be admitted as a substitute if held by such Limited Partner other than pursuant to Section 7.2or beneficial owner, as applicable.

Assignability of Interests. Subject to the limitations set forth in this Section 7.1, except as specifically provided by this Agreement, the Equity Interest No interest of a Non-Manager Member in the Partnership of a Limited Partner may not be directly or indirectly assigned without the written consent of the General Partner, which consent LLC may be withheld in its sole and absolute discretion; provided that the consent of the General Partner shall not be required sold, assigned, transferred, gifted or exchanged, nor may any Non-Manager Member offer to effect any assignment to the successor trustee or successor investment manager of an ERISA Partner. No Limited Partner shall be entitled to assign its Equity Interest in the Partnership without providing to the General Partner such evidence as it may reasonably require, including an opinion of a nationally recognized counsel or in-house counsel regularly employed by a Limited Partner, such counsel having expertise in the subject matter of such opinion, if so required, that the assignment or transfer will not: (a) violate the registration provisions of the Securities Act, or the securities laws of any applicable jurisdiction; (b) cause the Partnership not to be entitled to any exemption from the definition of an “investment company” pursuant to Section 3 of the Investment Company Act, and the rules and regulations of the Securities and Exchange Commission thereunder; (c) result in the termination of the Partnership under the Internal Revenue Code (unless such requirement is waived by the General Partner); (d) cause the Partnership to fail to satisfy the requirements of any otherwise applicable safe harbor from treatment as a publicly traded partnership under Treasury Regulations Section 1.7704-1; (e) result in the assets of the Partnership or the actions of the General Partner being subject to Part 4 of Subtitle B of Title I of ERISA; (f) cause the Partnership or any Partner to be in violation of any law, contract or other obligation legally binding upon do any of them (each, a "Transfer"), nor may any interest in any Non-Manager Member be Transferred, nor may any stockholder in any Non-Manager Member which is not an individual offer to do any of them, and no Transfer by a Non-Manager Member or otherwise suffer any material adverse consequence; or (g) cause the Company to receive or accrue any amounts described in Code Section 856(d)(2)(B) or otherwise jeopardize the Company’s status as a REIT. In addition, no assignment stockholder of a Partner’s Equity Interest, other than pursuant to Section 4.2, shall be permitted if at the time of such assignment, the assigning Limited Partner is in default in its obligations under this Agreement. No assignment of a Partner’s Equity Interest Non-Manager Member shall be binding upon the Partnership until LLC or any Non-Manager Member unless it is expressly permitted by this Article V and the General Partner Manager Member receives an executed copy of all the documents effecting such assignmentTransfer, which shall be in form and substance reasonably satisfactory to the General Partner, Manager Member. The assignee of such interest in the LLC may become a substitute Non-Manager Member only upon the terms and conditions set forth in Section 5.2. If an assignee or transferee of an interest of a Non-Manager Member in the LLC does not become (and until any such assignment assignee or transferee becomes) a substitute Non-Manager Member, in accordance with the provisions of Section 5.2, such Person shall not be entitled to exercise or receive any of the rights, powers or benefits of a Non-Manager Member other than the right to receive distributions which the assigning Non-Manager Member has sold, transferred or assigned to such Person. No Non-Manager Member's interest in the LLC or, in the case of a Non-Manager Member which is approved not an individual, none of the direct and indirect interests of a beneficial owner of such Non-Manager Member, may be Transferred except: 41 45 (a) with the prior written consent of the Manager Member, which consent may be granted or withheld by the General Partner pursuant to this Section 7.1. Notwithstanding the assignment of all or any portion of a Partner’s Equity Interest in the Partnership, (i), unless otherwise agreed by the General Partner, Manager Member in its sole discretion, the assignor shall continue to be liable with respect to its Capital Commitment relating to the interest assigned, and (ii) the assignment of an Equity Interest in the Partnership shall not entitle the assignee to be admitted as a substitute Limited Partner other than pursuant to Section 7.2.;

Assignability of Interests. (a) Subject to the limitations set forth in this Section 7.1, except as specifically provided by this Agreementprovisions of Sections 4.2 and 5.1(c) hereof, the Equity Interest in the Partnership interest of a Limited Partner may shall not be directly or indirectly assigned assignable without the prior written consent of the General Partner, which consent may be withheld in its sole and absolute discretion; provided that the consent of the General Partner shall not be required to effect any assignment to the successor trustee or successor investment manager of an ERISA Partner. No Limited Partner shall be entitled to assign its Equity Interest in the Partnership without providing to the General Partner such evidence as it may reasonably require, including an opinion of a nationally recognized counsel or in-house counsel regularly employed by a Limited Partner, such counsel having expertise in the subject matter of such opinion, if so required, that the assignment or transfer will not: (a) violate the registration provisions of the Securities Act, or the securities laws of any applicable jurisdiction; (b) cause the Partnership not to be entitled to any exemption from the definition of an “investment company” pursuant to Section 3 of the Investment Company Act, and the rules and regulations of the Securities and Exchange Commission thereunder; (c) result in the termination of the Partnership under the Internal Revenue Code (unless such requirement is waived by the General Partner); (d) cause the Partnership to fail to satisfy the requirements of any otherwise applicable safe harbor from treatment as a publicly traded partnership under Treasury Regulations Section 1.7704-1; (e) result in the assets of the Partnership or the actions of the General Partner being subject to Part 4 of Subtitle B of Title I of ERISA; (f) cause the Partnership or any Partner to be in violation of any law, contract or other obligation legally binding upon any of them or otherwise suffer any material adverse consequence; or (g) cause the Company to receive or accrue any amounts described in Code Section 856(d)(2)(B) or otherwise jeopardize the Company’s status as a REIT. In addition, no assignment of a Partner’s Equity Interest, other than pursuant to Section 4.2, shall be permitted if at the time of such assignment, the assigning Limited Partner is in default in its obligations under this Agreement. No assignment of a Partner’s Equity Interest shall be binding upon the Partnership until the General Partner receives an executed copy of all documents effecting such assignment, which shall be assignment in form and substance satisfactory to the General Partner. The assignee of such interest may become a substituted Limited Partner only upon the terms and conditions of Section 5.2. (b) The interest of the General Partner shall not be assignable; provided, and until however, that, subject to compliance with Section 2.1(b), such assignment is approved interest may be assigned to a successor to all or substantially all of the business of the General Partner or the general partner of the General Partner, upon (i) the execution by the General Partner pursuant to this Section 7.1. Notwithstanding the assignment of all or any portion of a Partner’s Equity Interest in written assignment, the Partnership, (i), unless otherwise agreed execution by the successor of this Agreement and the written assumption by the successor of the obligations of the General Partner, in its sole discretion, the assignor shall continue to be liable with respect to its Capital Commitment relating to the interest assignedPartner hereunder, and (ii) the assignment receipt by the Partnership of an Equity Interest Opinion of Counsel that such assignment and assumption will not result in the Partnership being classified as an association or otherwise taxable as a corporation for United States Federal income tax purposes. In the event of such assignment, the successor shall become the general partner hereunder and the predecessor and successor General Partner shall cause the execution of any necessary papers including, without limitation, an amendment to the Certificate of Limited Partnership to record the substitution of the successor as general partner. The General Partner shall notify the Advisory Board prior to any such proposed assignment of the General Partner's interest and shall notify the Limited Partners within seven (7) days of any such assignment. (c) Sections 5.1(a) and 5.2 notwithstanding, a Limited Partner may assign its interest to and substitute as a Limited Partner in its place and stead any corporation or other entity (A) which then owns directly or indirectly Voting Control of the Limited Partner, or (B) of which the Limited Partner then owns directly or indirectly Voting Control, or (C) of which a corporation described in (A) then owns directly or indirectly Voting Control, or (D) which is an entity controlled by, controlling or under common control with any assigning Limited Partner or in the case of assignment by a trustee of an employee benefit plan (as defined in ERISA) or trust relating thereto, to a successor fiduciary thereof, or (E) subject to the consent of the General Partner, which consent shall not entitle be unreasonably withheld, to a member of the assignee to Edison Electric Institute (including, for this purpose any entity controlling, controlled by or under common control with such member or any employee benefit plan sponsored by such member or such affiliate of such member); provided, however, that such assignment does not increase the number of persons who beneficially own interests in the Partnership for purposes of determining whether the partnership is an "investment company" under the Investment Company Act of 1940, as amended; and provided further, however, that no such transfer may be admitted made if the General Partner, based upon an Opinion of Counsel, shall determine that it might result in a violation of any law or result in the Partnership being classified as an association or otherwise taxable as a substitute Limited Partner other than pursuant to Section 7.2corporation for United States Federal income tax purposes.

Assignability of Interests. Subject to the limitations set forth (a) Except as specifically provided in this Section 7.1Agreement, except no Employee Limited Partner or its Reference Employee will be required to involuntarily transfer any interest in the Partnership, Capital Interest Percentage or Capital Commitment Percentage. Except as specifically provided by this Agreement, each Employee Limited Partner or its Reference Employee agrees that he, she, it will not directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate, or otherwise dispose of (any of the Equity Interest foregoing acts being referred to here in as a “transfer”), any interest in the Partnership of a Partnership, Carried Interest Percentage or Capital Commitment Percentage otherwise acquired and/or held by the Employee Limited Partner may not be directly or indirectly assigned without its Reference Employee, at any time; provided however, that with the written prior consent of the General Partner, which consent may not be withheld unreasonably withheld, the Employee Limited Partner or its Reference Employee may transfer its interests in its sole and absolute discretion; provided that the consent Limited Partnership, Carried Interest Percentage or Capital Commitment Percentage during such time pursuant to one of the following exceptions: (i) the right of the General Partner shall not be required and/or the Company Controlled Limited Partner to effect any assignment repurchase or re-issue interests in the Limited Partnership, Carried Interest Percentage or Capital Commitment Percentage pursuant to the successor trustee provisions of this Agreement; including, but not limited to, transfers to Employee Limited Partners or successor investment manager Reference Employees of an ERISA Partner. No interests which have been transferred to the Company Controlled Limited Partner pursuant to Article 6; (ii) a transfer upon death or Permanent Disability (as defined in the Stockholder’s Agreement) of the Employee Limited Partner or its Reference Employee or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a Employee Limited Partner or its Reference Employee in accordance with the terms of this Agreement; provided that it is expressly understood that any such transferee shall be entitled bound by the provisions of this Agreement; (iii) a transfer made after the Effective Date in compliance with the federal securities laws to assign a trust of the Employee Limited Partner or its Equity Interest Reference Employee or to any of the Family Members (as defined in the Stockholder’s Agreement) of such Employee Limited Partner or its Reference Employee; provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof; (iv) a sale of the interests in the Partnership without providing pursuant to an effective registration statement filed under the Act by the Partnership; or (v) transfers permitted by the General Partner such evidence as it may reasonably require, including an opinion of a nationally recognized counsel or in-house counsel regularly employed by a Limited Partner, such counsel having expertise in the subject matter of such opinion, if so required, that the assignment or transfer will not: (a) violate the registration provisions of the Securities Act, or the securities laws of any applicable jurisdiction;. (b) cause the Partnership not to be entitled to No transfer of any exemption from the definition of an “investment company” pursuant to Section 3 of the Investment Company Act, and the rules and regulations of the Securities and Exchange Commission thereunder; (c) result interests in the termination Partnership, Carried Interest Percentage, or Capital Commitment Percentage in violation hereof shall be made or recorded on the books of the Partnership under the Internal Revenue Code (unless and any such requirement is waived by the General Partner); (d) cause the Partnership to fail to satisfy the requirements of any otherwise applicable safe harbor from treatment as a publicly traded partnership under Treasury Regulations Section 1.7704-1; (e) result in the assets of the Partnership or the actions of the General Partner being subject to Part 4 of Subtitle B of Title I of ERISA; (f) cause the Partnership or any Partner to be in violation of any law, contract or other obligation legally binding upon any of them or otherwise suffer any material adverse consequence; or (g) cause the Company to receive or accrue any amounts described in Code Section 856(d)(2)(B) or otherwise jeopardize the Company’s status as a REIT. In addition, no assignment of a Partner’s Equity Interest, other than pursuant to Section 4.2, transfer shall be permitted if at the time void ab initio and of such assignment, the assigning Limited Partner is in default in its obligations under this Agreementno effect. No assignment of a Partner’s Equity Interest Assignment shall be binding upon the Partnership until the General Partner receives an executed copy of all documents effecting such assignmentAssignment, which shall be in form and substance satisfactory to the General Partner, in its sole and until such assignment is approved by absolute discretion. (c) The President shall have the opportunity to recommend to the General Partner pursuant transfers of Class B Limited Partnership Interests from the Company Controlled Limited Partner to this Section 7.1. Notwithstanding Employee Limited Partners; provided, however, that notwithstanding anything to the assignment contrary herein, any transfer will be at the sole discretion of all or any portion of a Partner’s Equity Interest in the Partnership, (i), unless otherwise agreed by the General Partner, in its sole discretion, the assignor shall continue to be liable with respect to its Capital Commitment relating to the interest assigned, and (ii) the assignment of an Equity Interest in the Partnership shall not entitle the assignee to be admitted as a substitute Limited Partner other than pursuant to Section 7.2.

Assignability of Interests. Subject to the limitations set forth in this Section 7.1, except as specifically provided by this Agreement, the Equity Interest in the Partnership 6.01 Substitution and Assignment of a Limited Partner's Interests. (a) A Limited Partner may not be directly sell, transfer, assign, pledge or indirectly assigned without otherwise dispose of (collectively, "transfer") all or any part of such Limited Partner's Interests (whether voluntarily, involuntarily or by operation of law), except in accordance with the written consent following to the reasonable satisfaction of the General Partner, which consent may be withheld in its sole and absolute discretion; provided that the consent of the General Partner shall not be required to effect any assignment to the successor trustee or successor investment manager of an ERISA Partner. No Limited Partner shall be entitled to assign its Equity Interest in the Partnership without providing to the General Partner such evidence as it may reasonably require, including an opinion of a nationally recognized counsel or in-house counsel regularly employed by a Limited Partner, such counsel having expertise in the subject matter of such opinion, if so required, that the assignment or transfer will not: (ai) violate no such transfer shall be made unless, in the opinion of counsel to the Partnership, (x) such transfer would not require registration provisions of under the Securities Act, or otherwise result in the securities laws violation of any other applicable jurisdiction; securities law, (by) cause the Partnership such transfer would not to be entitled to any exemption from the definition of an “investment company” pursuant to Section 3 of require registration -42- 43 under the Investment Company Act, and the rules and regulations of the Securities and Exchange Commission thereunder; (cz) such transfer would not result in the termination of adverse tax consequences to the Partnership under or the Internal Revenue Code Partners thereof (unless such requirement is waived by including the General PartnerPartnership being treated as an association taxable as a corporation); (dii) cause the transferee shall have paid to the Partnership to fail to satisfy all costs and expenses incurred by the requirements of any otherwise applicable safe harbor from treatment as a publicly traded partnership under Treasury Regulations Section 1.7704-1Partnership in connection with such transfer; (eiii) result in the assets of the Partnership or shall not be required to recognize any such transfer until the actions of instrument conveying such Interest has been delivered to the General Partner being for recordation on the books of the Partnership; and (iv) unless a transferee becomes a substituted limited partner in accordance with the provisions set forth below, such transferee shall not be entitled to any of the rights granted to a Limited Partner hereunder, other than the right (unless prohibited by Section 6.01(a)(i) hereof) to receive all or part of the share of the net profits, net losses, distributions or returns of capital to which the transferor would otherwise be entitled. (b) A transferee of the Interest of a Limited Partner, or any portion thereof, shall become a substituted limited partner having the rights and powers of, and become subject to Part 4 of Subtitle B of Title I of ERISAthe restrictions and liabilities of, a Limited Partner, as the case may be, if, and only if: (i) the transferor gives the transferee such right; (fii) cause the transferee pays to the Partnership or any Partner to be all costs and expenses incurred in violation connection with such substitution, including specifically, without limitation, costs incurred in amending the Partnership's then current Certificate of any lawLimited Partnership, contract or other obligation legally binding upon any of them or otherwise suffer any material adverse consequenceif necessary; orand (giii) cause the Company to receive or accrue any amounts described in Code Section 856(d)(2)(B) or otherwise jeopardize the Company’s status as a REIT. In additiontransferee executes and delivers such instruments, no assignment of a Partner’s Equity Interest, other than pursuant to Section 4.2, shall be permitted if at the time of such assignment, the assigning Limited Partner is in default in its obligations under this Agreement. No assignment of a Partner’s Equity Interest shall be binding upon the Partnership until the General Partner receives an executed copy of all documents effecting such assignment, which shall be in form and substance satisfactory to the General Partner, as the General Partner may deem necessary or desirable to effect such substitution and to confirm the agreement of the transferee to be bound by all of the terms and provisions of this Agreement. (c) Notwithstanding anything to the contrary contained herein, the General Partner may impose such additional restrictions on the transfer of Partnership Interests as may be reasonably required, in the opinion of counsel to the Partnership, to prevent the taxation of the Partnership for federal income tax purposes as a corporation or as an association taxable as a corporation, including without limitation, preventing Partnership Interests from being traded on an established securities market or readily tradeable on a secondary market (or the substantial equivalent thereof), and making any amendment to this Agreement as the General Partner in its reasonable discretion may determine to be necessary or appropriate in order to impose such restrictions. (d) The Partnership and the General Partner shall be entitled to treat the record owner of any Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to such owner until such assignment is approved time as a written instrument conveying such Interest has been received and accepted by the General Partner pursuant and recorded on the books of the Partnership and the other conditions for transfer set forth herein have been satisfied. The General Partner may refuse to this Section 7.1accept a transfer until the end of the next successive quarterly accounting period. Notwithstanding the assignment of all In no event shall any Interest, or any portion of thereof, be transferred to a Partner’s Equity Interest in minor or incompetent, and any such attempted transfer shall be void and ineffectual and shall not bind the Partnership, (i), unless otherwise agreed by Partnership or the General Partner. (e) The death or incompetency of a Limited Partner shall not dissolve the Partnership. A transferee of an Interest, in its sole discretionwhether or not it becomes a substitute limited partner, which desires to make a further transfer of such Interest shall be subject to all of the assignor shall continue to be liable with respect to its Capital Commitment relating provisions of this Section 6.01 to the interest assigned, same extent and (ii) the assignment of an Equity Interest in the Partnership shall not entitle the assignee to be admitted same manner as a substitute Limited Partner other than pursuant desiring to Section 7.2make a transfer of its Interest.

Assignability of Interests. Subject to the limitations set forth in this Section 7.1, except as specifically provided by this Agreement, the Equity Interest No interest of a Non-Manager Member in the Partnership of a Limited Partner may not be directly or indirectly assigned without the written consent of the General Partner, which consent LLC may be withheld in its sole and absolute discretion; provided that the consent of the General Partner shall not be required sold, assigned, transferred, gifted or exchanged, nor may any Non-Manager Member offer to effect any assignment to the successor trustee or successor investment manager of an ERISA Partner. No Limited Partner shall be entitled to assign its Equity Interest in the Partnership without providing to the General Partner such evidence as it may reasonably require, including an opinion of a nationally recognized counsel or in-house counsel regularly employed by a Limited Partner, such counsel having expertise in the subject matter of such opinion, if so required, that the assignment or transfer will not: (a) violate the registration provisions of the Securities Act, or the securities laws of any applicable jurisdiction; (b) cause the Partnership not to be entitled to any exemption from the definition of an “investment company” pursuant to Section 3 of the Investment Company Act, and the rules and regulations of the Securities and Exchange Commission thereunder; (c) result in the termination of the Partnership under the Internal Revenue Code (unless such requirement is waived by the General Partner); (d) cause the Partnership to fail to satisfy the requirements of any otherwise applicable safe harbor from treatment as a publicly traded partnership under Treasury Regulations Section 1.7704-1; (e) result in the assets of the Partnership or the actions of the General Partner being subject to Part 4 of Subtitle B of Title I of ERISA; (f) cause the Partnership or any Partner to be in violation of any law, contract or other obligation legally binding upon do any of them (each, a "Transfer"), nor may any interest in any Non-Manager Member be Transferred, nor may any stockholder in any Non-Manager Member which is not an individual offer to do any of them, and no Transfer by a Non-Manager Member or otherwise suffer any material adverse consequence; or (g) cause the Company to receive or accrue any amounts described in Code Section 856(d)(2)(B) or otherwise jeopardize the Company’s status as a REIT. In addition, no assignment stockholder of a Partner’s Equity Interest, other than pursuant to Section 4.2, shall be permitted if at the time of such assignment, the assigning Limited Partner is in default in its obligations under this Agreement. No assignment of a Partner’s Equity Interest Non-Manager Member shall be binding upon the Partnership until LLC or any Non-Manager Member unless it is expressly permitted by this Article V and the General Partner Manager Member receives an executed copy of all the documents effecting such assignmentTransfer, which shall be in form and substance reasonably satisfactory to the General Partner, Manager Member. The assignee of such interest in the LLC may become a substitute Non-Manager Member only upon the terms and conditions set forth in Section 5.2. If an assignee or transferee of an interest of a Non-Manager Member in the LLC does not become (and until any such assignment assignee or transferee becomes) a substitute Non-Manager Member, in accordance with the provisions of Section 5.2, such Person shall not be entitled to exercise or receive any of the rights, powers or benefits of a Non-Manager Member other than the right to receive distributions which the assigning Non-Manager Member has sold, transferred or assigned to such Person. No Non-Manager Member's interest in the LLC or, in the case of a Non-Manager Member which is approved not an individual, none of the direct and indirect interests of a beneficial owner of such Non-Manager Member, may be Transferred except: (a) with the prior written consent of the Manager Member, which consent may be granted or withheld by the General Partner pursuant to this Section 7.1. Notwithstanding the assignment of all or any portion of a Partner’s Equity Interest in the Partnership, (i), unless otherwise agreed by the General Partner, Manager Member in its sole discretion; (b) upon the death of such beneficial owner, their interests in the LLC or in the Non-Manager Member may be Transferred by will or the laws of descent and distribution (subject, in all cases, to the provisions of Section 3.12 hereof); and (c) a Non-Manager Member (and its beneficial owners) may Transfer interests in the LLC or in such Non-Manager Member to members of his or her Immediate Family (or trusts for their benefit and of which the beneficial owner is the settlor and/or trustee, provided that any such trust does not require or permit distribution of such interests). provided, that in the case of (b) or (c) above, (i) the transferee enters into an agreement with the LLC agreeing to be bound by the provisions hereof (and if such transferee is not already a party to a Non Solicitation Agreement, the assignor shall continue to be liable with respect to its Capital Commitment relating transferee enters into a Non Solicitation Agreement) (to the extent such Person then would hold any interest assignedin the LLC), and (ii) whether or not the assignment of transferee enters into such an Equity Interest agreement, such LLC Interests, and interests in such Non-Manager Member, shall thereafter remain subject to this Agreement (and, if applicable, the relevant Non Solicitation Agreement) to the same extent they would be if held by such Non-Manager Member or beneficial owner, as applicable. Notwithstanding the foregoing, no Non-Manager Member's interest in the Partnership LLC may be Transferred if, giving effect to such Transfer, the total number of Members of the 45 50 LLC would exceed one hundred (100) (as determined in accordance with Treasury Regulation Section 1.7704-1(h)(3), which provides, in general, that under certain circumstances a Person owning an interest in (A) a partnership for federal income tax purposes, (B) a "grantor trust," any portion of which is treated as owned by the grantor(s) or other person(s) under sections 671-679 of the Code, or (C) an "S corporation" within the meaning of section 1361(a) of the Code (each, a "flow-through entity") that owns, directly or through other flow-through entities, an interest in the LLC shall not entitle the assignee to be admitted treated as a substitute Limited Partner Member), unless either such Transfer is a Transfer described in Treasury Regulation Section 1.7704-1(e) or such Transfer is pursuant to a Put right under Article VII and the sum of the percentage interests in profits or capital of the LLC Transferred during the taxable year of the LLC (other than pursuant in Transfers described in Treasury Regulation Section 1.7704-1(e)) would, taking the Transfer in question into account and assuming the maximum exercise of the Non-Manager Members' Put rights under Article VII, exceed ten percent (10%) of the total interests in profits or capital of the LLC. For all purposes of this LLC Agreement, any Transfers of LLC Interests shall be deemed to Section 7.2occur as of the end of the last day of the calendar month in which any such Transfer would otherwise have occurred. Upon any Transfer of LLC Interests, the Manager Member shall make the appropriate revisions to Schedule A hereto. No interests of a Non-Manager Member in the LLC may be pledged, hypothecated, optioned or encumbered, nor may any interests in a Non-Manager Member be pledged, hypothecated, optioned or encumbered, nor may any offer to do any of the foregoing be made.