Common use of ASSIGNMENT OF ASSIGNEE UNITS TO INVESTORS; TRANSFERABILITY OF LIMITED PARTNER INTERESTS AND UNITS Clause in Contracts

ASSIGNMENT OF ASSIGNEE UNITS TO INVESTORS; TRANSFERABILITY OF LIMITED PARTNER INTERESTS AND UNITS. Section 7.1 Assignment of the Assignee Units to Investors A. Pursuant to Sections 3.2 and 7.1C hereof, the Assignor Limited Partner shall assign to each Investor Assignee Units equal to the number of Units purchased by each Investor in the Offering. B. Except as provided in Section 7.1.A above, the Assignor Limited Partner may not transfer a Limited Partnership Interest without the prior written consent of the General Partners. The Assignor Limited Partner shall have no right to vote or consent with respect to Units owned by the Assignor Limited Partner for its own account and such Units shall not be considered outstanding Units for purposes of determining whether the Majority Vote of the Investors or the Consent of the Investors has occurred. The Assignor Limited Partner, by the execution of this Agreement, acknowledges and agrees that the Assignor Limited Partners management will have fiduciary responsibility for the safekeeping and use of all funds and assets of the Investors, whether or not in the Assignor Limited Partners management's possession or control, and that the management of the Assignor Limited Partner will not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Investor. The Assignor Limited Partner agrees not to contract away the fiduciary duty owed to the Investors by the Assignor Limited Partner's management under the common law of agency. C. Except as set forth in Section 7.1G, the Assignor Limited Partner, by the execution of this Agreement, irrevocably transfers and assigns to the Investors all of the Assignor Limited Partner's rights and interest in and to the Assigned Limited Partnership Interests, as of the time that payment for such Assigned Limited Partnership Interests is received by the Fund and such Assigned Limited Partnership Interests are credited to the Assignor Limited Partner on the books and records of the Fund. The rights and interest so transferred and assigned shall include, without limitation, the following: (i) all rights to receive distributions of uninvested Capital Contributions pursuant to Sec- tions 3.2 and 3.3; (ii) all rights to receive cash distributions pursuant to Article IV; (iii) all rights in respect to allocations of Profit and Loss pursuant to Article IV; (iv) all other rights in respect of determinations of allocations and distributions pursuant to Article IV; (v) all rights to consent to the admission of successor or additional General Partners pursu- ant to Sections 6.1 and 6.2; (vi) all rights to receive any proceeds of liquidation of the Fund pursuant to Section 8.2; (vii) all rights to inspect books and records and to receive reports pursuant to Article X; (viii) all voting rights, rights to attend or call meetings and other such rights; and (ix) all rights which the Limited Partners have, or may have in the future, under the Act. D. The General Partners, by the execution of this Agreement, irrevocably consent to and acknowledge that (i) the foregoing transfer and assignment pursuant to Section 7.1 by the Assignor A-28

ASSIGNMENT OF ASSIGNEE UNITS TO INVESTORS; TRANSFERABILITY OF LIMITED PARTNER INTERESTS AND UNITS. Section 7.1 Assignment of the Assignee Units to Investors A. Pursuant to Sections 3.2 and 7.1C 7.lC hereof, the Assignor Limited Assignox Xxmited Partner shall assign to each Investor Assignee Units equal to the number of Units purchased by each Investor in the Offering. B. Except as provided in Section 7.1.A above, the Assignor Limited Partner may not transfer a Limited Partnership Interest without the prior written consent of the General PartnersPartner. The Assignor Limited Partner shall have no right to vote or consent with respect to Units owned by the Assignor Limited Partner for its own account and such Units shall not be considered outstanding Units for purposes of determining whether the Majority Vote of the Investors or the Consent of the Investors has occurred. The Assignor Limited Partner, by the execution of this Agreement, acknowledges and agrees that the Assignor Limited Partners Partner's management will have fiduciary responsibility for the safekeeping and use of all funds and assets of the Investors, whether or not in the Assignor Limited Partners Partner's management's possession or control, and that the management of the Assignor Limited Partner will not employ, or permit another to employ, employ such funds or assets in any manner except for the exclusive benefit of the Investor. The Assignor Limited Partner agrees not to contract away the fiduciary duty owed to the Investors by the Assignor Limited Partner's management under the common law of agency. C. Except as set forth in Section 7.1G, the Assignor Limited Partner, by the execution of this Agreement, irrevocably transfers and assigns to the Investors all of the Assignor Limited Partner's rights and interest in and to the Assigned Limited Partnership Interests, as of the time that payment for such Assigned Limited Partnership Interests is received by the Fund Partnership and such Assigned Limited Partnership Interests are credited to the Assignor Limited Partner on the books and records of the FundPartnership. The rights and interest so transferred and assigned shall include, without limitation, the following: (i) all rights to receive distributions of uninvested Capital Contributions pursuant to Sec- tions 3.2 and 3.3; (ii) all rights to receive cash distributions pursuant to Article IVArticleIV; (iii) all rights in respect to allocations of Profit and Loss pursuant to Article IV; (iv) all other rights in respect of determinations of allocations and distributions pursuant to Article IV; , (v) all rights to consent to the admission of successor Successor or additional Additional General Partners pursu- ant pursuant to Sections 6.1 and 6.2; (vi) all rights to receive any proceeds of liquidation of the Fund Partnership pursuant to Section 8.2; (vii) all rights to inspect books and records and to receive reports pursuant to Article X; (viii) all viii)all voting rights, rights to attend or call meetings and other such rights; and (ix) all rights which the Limited Partners have, or may have in the future, under the Act. D. The General Partners, by the execution of this Agreement, irrevocably consent to and acknowledge that (i) the foregoing transfer and assignment pursuant to Section 7.1 by the Assignor A-28and

ASSIGNMENT OF ASSIGNEE UNITS TO INVESTORS; TRANSFERABILITY OF LIMITED PARTNER INTERESTS AND UNITS. Section 7.1 Assignment of the Assignee Units to Investors A. Pursuant to Sections 3.2 and 7.1C hereof, the Assignor Limited Partner shall assign to each Investor Assignee Units equal to the number of Units purchased by each Investor in the Offering. B. Except as provided in Section 7.1.A above, the Assignor Limited Partner may not transfer a Limited Partnership Interest without the prior written consent of the General PartnersPartner. The Assignor Limited Partner shall have no right to vote or consent with respect to Units owned by the Assignor Limited Partner for its own account and such Units shall not be considered outstanding Units for purposes of determining whether the Majority Vote of the Investors or the Consent of the Investors has occurred. The Assignor Limited Partner, by the execution of this Agreement, acknowledges and agrees that the Assignor Limited Partners Partner's management will have fiduciary responsibility for the safekeeping and use of all funds and assets of the Investors, whether or not in the Assignor Limited Partners Partner's management's possession or control, and that the management of the Assignor Limited Partner will not employ, or permit another to employ, employ such funds or assets in any manner except for the exclusive benefit of the Investor. The Assignor Limited Partner agrees not to contract away the fiduciary duty owed to the Investors by the Assignor Limited Partner's management under the common law of agency. C. Except as set forth in Section 7.1G7.1F, the Assignor Limited Partner, by the execution of this Agreement, irrevocably transfers and assigns to the Investors all of the Assignor Limited Partner's rights and interest in and to the Assigned Limited Partnership Interests, as of the time that payment for such Assigned Limited Partnership Interests is received by the Fund Partnership and such Assigned Limited Partnership Interests are credited to the Assignor Limited Partner on the books and records of the FundPartnership. The rights and interest so transferred and assigned shall include, without limitation, the following: (i) all rights to receive distributions of uninvested Capital Contributions pursuant to Sec- tions Sections 3.2 and 3.3; (ii) all rights to receive cash distributions pursuant to Article IV; (iii) all rights in respect to allocations of Profit and Loss pursuant to Article IV; (iv) all other rights in respect of determinations of allocations and distributions pursuant to Article IV; (v) all rights to consent to the admission of successor Successor or additional Additional General Partners pursu- ant pursuant to Sections 6.1 and 6.2; (vi) all rights to receive any proceeds of liquidation of the Fund Partnership pursuant to Section 8.2; (vii) all rights to inspect books and records and to receive reports pursuant to Article X; (viii) all voting rights, rights to attend or call meetings and other such rights; and (ix) all rights which the Limited Partners have, or may have in the future, under the Act. D. The General Partners, by the execution of this Agreement, irrevocably consent to and acknowledge that (i) the foregoing transfer and assignment pursuant to Section 7.1 by the Assignor A-28and