Common use of Conditions Precedent to Assignment Clause in Contracts

Conditions Precedent to Assignment. Any purported Assignment by a Limited Partner pursuant to the terms of this Section 10.1 shall, in addition to requiring the prior written consent referred to in Section 10.1(b), be subject to the satisfaction of the following conditions: (i) the General Partner shall have been given at least twenty (20) Business Days’ prior written notice of such desired Assignment specifying the name and address of the proposed assignee and the terms and conditions of the proposed Assignment; (ii) the assigning Limited Partner or assignee shall undertake to pay all expenses incurred by the Partnership or the General Partner on behalf of the Partnership in connection therewith; (iii) the Partnership shall receive from the assignee (A) such documents, instruments and certificates as may be requested by the General Partner, pursuant to which such assignee shall agree to be bound by this Agreement, (B) a certificate duly executed by the assignee to the effect that each of the representations, warranties and acknowledgments set forth in the Subscription Agreement are (except as otherwise disclosed to the General Partner) true and correct with respect to such Person as of the date of such Assignment and that the assignee agrees to be bound by each of the agreements, covenants and acknowledgments in the Subscription Agreement as if it were a party thereto, (C) a completed suitability statement in the form contained in the Subscription Agreement, as relevant to the proposed assignee, (D) such other documents, opinions, instruments and certificates as the General Partner shall request, and (E) a counterpart of this Agreement executed by or on behalf of such Person; (iv) such assigning Limited Partner or assignee shall, prior to making any such Assignment, deliver to the Partnership the opinion of counsel described in Section 10.1(d); and (v) such Assignment would not pose a material risk that the Partnership will be treated as a “publicly traded partnership” within the meaning of § 7704 of the Code and the regulations promulgated thereunder or make the Partnership ineligible for “safe harbor” treatment under § 7704 of the Code and the regulations promulgated thereunder. The General Partner may waive any or all of the conditions set forth in this Section 10.1(c) other than clause (iii)(B) thereof if, in its discretion, it deems it in the best interests of the Partnership to do so.

Conditions Precedent to Assignment. Any purported proposed Assignment by a Limited Partner pursuant to the terms of this Section 10.1 shall, in addition to requiring the prior written consent referred to in Section 10.1(b), Member shall be subject to the provisions of this Section 10, including satisfaction of the following conditions: (i) the General Partner Manager shall have given its prior written consent to the Assignment, as referred to in Section 10.1(b); (ii) the Manager shall have been given at least twenty (20) Business Days’ prior written notice of such desired Assignment specifying the name and address of the proposed assignee and the terms and conditions of the proposed Assignment; (iiiii) the assigning Limited Partner Member or assignee shall undertake to pay all expenses incurred by the Partnership Fund or the General Partner Manager on behalf of the Partnership Fund in connection therewith; (iiiiv) the Partnership Fund shall receive from the assignee (A) such documents, instruments and certificates as may be requested by the General PartnerManager, pursuant to which such assignee shall agree to be bound by this Agreement, (B) a certificate duly executed by the assignee to the effect that each of the representations, warranties and acknowledgments set forth in the Subscription Agreement are (except as otherwise disclosed to the General PartnerManager) true and correct with respect to such Person as of the date of such Assignment and that the assignee agrees to be bound by each of the agreements, covenants and acknowledgments in the Subscription Agreement as if it were a party thereto, (C) a completed suitability statement in the form contained in the Subscription Agreement, as relevant to the proposed assignee, (D) such other documents, opinions, instruments and certificates as the General Partner Manager shall request, request and (E) a counterpart of this Agreement executed by or on behalf of such Person; (ivv) such assigning Limited Partner Member or assignee shall, prior to making any such Assignment, deliver to the Partnership Fund the opinion of counsel described in Section 10.1(d); and Equity Program Operating Agreement 24 (vvi) such Assignment would not pose a material risk that that: the Partnership Fund will be treated as a “publicly traded partnership” within the meaning of § 7704 of the Code and the regulations promulgated thereunder or make the Partnership ineligible for “safe harbor” treatment under § Section 7704 of the Code and the regulations promulgated thereunder; the Fund will be ineligible for “safe harbor” treatment under Section 7704 of the Code and the regulations promulgated thereunder; or the Fund will be an “investment company” within the meaning of the Investment Company Act. The General Partner Manager may waive any or all of the conditions set forth in this Section 10.1(c) other than clause (iii)(B) thereof if, in its sole and absolute discretion, it deems it in the best interests of the Partnership to do so.; and

Conditions Precedent to Assignment. Any purported proposed Assignment by a Limited Partner pursuant to the terms of this Section 10.1 shall, in addition to requiring the prior written consent referred to in Section 10.1(b), Member shall be subject to the provisions of this Section 10, including satisfaction of the following conditions: (i) the General Partner shall have been given at least twenty (20) Business Days’ prior written notice of such desired Assignment specifying the name and address of the proposed assignee and the terms and conditions of the proposed Assignment; (ii) the assigning Limited Partner or assignee shall undertake to pay all expenses incurred by the Partnership or the General Partner on behalf of the Partnership in connection therewith; (iii) the Partnership The Company shall receive from the assignee (A) such documents, instruments and certificates as may be requested by the General PartnerManager, pursuant to which such assignee shall agree to be bound by this Agreement, (B) a certificate duly executed by the assignee to the effect that each of the representations, warranties and acknowledgments set forth in the Subscription Agreement are (except as otherwise disclosed to the General PartnerManager) true and correct with respect to such Person as of the date of such Assignment and that the assignee agrees to be bound by each of the agreements, covenants and acknowledgments in the Subscription Agreement as if it were a party thereto, (C) a completed suitability statement in the form contained in the Subscription Agreement, as relevant to the proposed assignee, (D) such other documents, opinions, instruments and certificates as the General Partner Manager shall request, request and (E) a counterpart of this Agreement executed by or on behalf of such Person; (ii) Any substituted Member admitted to the Company shall succeed to all rights and be subject to all the obligations of the transferring Member, as the case may be, with respect to the interest to which such Member was substituted. Except as otherwise provided in Section 10.5, any transferee of an interest in the Company who is not admitted as a substituted Member, as the case may be, shall have the right to receive dividends or distributions pursuant to Section 10.5, but shall have no other rights hereunder. (iii) The transferor and transferee of a Member’s Interest, as the case may be, shall be jointly and severally obligated to reimburse the Company and the Manager for all expenses (including, without limitation, legal fees) incurred by or on behalf of the Company and the Manager in connection with any Assignment of an interest in the Company. If, under applicable law, an Assignment of an interest in the Company that does not comply with this Section 10.1 or Section 10.5 is nevertheless legally effective, the transferor and transferee shall be jointly and severally liable to the Company and the Manager for, and shall indemnify and hold harmless the Company and the Manager against, any losses, damages or expenses (including, without limitation, attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by them in connection with such Assignment. (iv) such assigning Limited Partner To the fullest extent permitted under applicable law, each Member shall indemnify and hold harmless the Company, the Manager and all other Members who were or assignee shallare parties, prior or are threatened to making be made parties, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of or arising from any actual or alleged misrepresentation, misstatement of facts or omission to state facts made (or omitted to be made), noncompliance with any agreement or failure to perform any covenant by any such AssignmentMember in connection with any Assignment of all or any portion of such Person’s interest (or any economic interest therein) in the Company, deliver against any losses, damages or expenses (including, without limitation, attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by it or them in connection with such action, suit or proceeding and for which it or they have not otherwise been reimbursed. (v) Prior to effecting any Assignment by a Member of any Unit, the Partnership Manager shall be entitled to receive the opinion of counsel described in Section 10.1(d); and (v) such Assignment would not pose a material risk that the Partnership will be treated as a “publicly traded partnership” within the meaning of § 7704 of the Code and the regulations promulgated thereunder or make the Partnership ineligible for “safe harbor” treatment under § 7704 of the Code and the regulations promulgated thereunder. The General Partner may waive any or all of the conditions set forth in this Section 10.1(c) other than clause (iii)(B) thereof if, in its discretion, it deems it in the best interests of the Partnership to do so.10.1

Conditions Precedent to Assignment. Any purported Assignment by a Limited Partner Member pursuant to the terms of this Section 10.1 (other than the grant of a security interest constituting a Permitted Pledge in accordance with Section 10.1(h)) shall, in addition to requiring the prior written consent referred where required pursuant to in Section 10.1(b10.1(c), be subject to the satisfaction of the following conditions: (i) the General Partner each Manager shall have been given at least twenty (20) 10 Business Days’ prior written notice of such desired Assignment specifying the name and address of the proposed assignee and the terms and conditions of the proposed Assignment; (ii) the assigning Limited Partner Member or assignee shall undertake to pay all expenses incurred by the Partnership Company or the General Partner Managers on behalf of the Partnership Company in connection therewith; (iii) the Partnership Company shall receive from the assignee (copies of which the Company shall provide to each Manager and Member) (A) such documents, instruments and certificates as may be requested by either Manager or the General PartnerCredit Committee, pursuant to which such assignee shall agree to be bound by this Agreement, (B) a certificate duly executed by the assignee to the effect that each of the representations, warranties and acknowledgments set forth in the Subscription this Agreement are (except as otherwise disclosed including but not limited to the General Partnerrepresentation and warranty that that the assignee is a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act and the rules thereunder and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act) are true and correct with respect to such Person as of the date of such Assignment and that the assignee agrees to be bound by each of the agreements, covenants and acknowledgments in the Subscription Agreement as if it were a party theretoAssignment, (C) a completed suitability statement in copy of the form contained in documents effecting the Subscription Agreement, as relevant to the proposed assignee, (D) Assignment and such other documents, opinions, instruments and certificates as either Manager or the General Partner Credit Committee shall request, all in form and substance reasonably satisfactory to the Managers and the Credit Committee, and (ED) a counterpart of this Agreement executed by all such documentation and other information as any Manager or on behalf of such Personany other Member shall request that is necessary to satisfy all applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; (iv) except with respect to an assignment to an Affiliate, such assigning Limited Partner Member or assignee shall, prior to making any such Assignment, deliver to the Partnership Company the opinion of counsel described in Section 10.1(d10.1(f); and; (v) such Assignment would not pose result in such transferring Member’s Interests being subdivided for purposes of resale into Interests of less than $5,000,000 in original funded amount; (vi) the assignee shall deliver to the Company the representations set forth in Schedule B; (vii) such Assignment (standing alone or in combination with other pending or completed Assignments) would not cause the Company to be a material risk that the Partnership will be treated as a “publicly traded partnership” within the meaning of § partnership under Sections 7704 or 469 of the Code and or otherwise cause the regulations promulgated thereunder Company to lose its status as a partnership for U.S. federal income tax purposes; (viii) in the case of any direct or indirect assignment by the HPS Member or any assignee thereof, the assignee is able to make the Partnership ineligible for “safe harbor” treatment under § 7704 of the Code representations and the regulations promulgated thereunder. The General Partner may waive any or all of the conditions warranties set forth in this Section 10.1(c3.6(j) other than clause (iii)(B) thereof if, unless the Capital One entity specified in its discretion, it deems it in the best interests of the Partnership to do so.Annex I agrees otherwise); and

Conditions Precedent to Assignment. Any purported proposed Assignment by a Limited Partner pursuant to the terms of this Section 10.1 shall, in addition to requiring the prior written consent referred to in Section 10.1(b), Member shall be subject to the provisions of this Section 10, including satisfaction of the following conditions: (i) the General Partner Manager shall have given its prior written consent to the Assignment, as referred to in Section 10.1(b); (ii) the Manager shall have been given at least twenty thirty (2030) Business Days’ ' prior written notice of such desired Assignment specifying the name and address of the proposed assignee and the terms and conditions of the proposed Assignment; (iiiii) the assigning Limited Partner Member or assignee shall undertake to pay all expenses incurred by the Partnership Company or the General Partner Manager on behalf of the Partnership Company in connection therewith; (iiiiv) the Partnership Company shall receive from the assignee (A) such documents, instruments and certificates as may be requested by the General PartnerManager, pursuant to which such assignee shall agree to be bound by this Agreement, (B) a certificate duly executed by the assignee to the effect that each of the representations, warranties and acknowledgments set forth in the Subscription Agreement are (except as otherwise disclosed to the General PartnerManager) true and correct with respect to such Person as of the date of such Assignment and that the assignee agrees to be bound by each of the agreements, covenants and acknowledgments in the Subscription Agreement as if it were a party thereto, (C) a completed suitability statement in the form contained in the Subscription Agreement, as relevant to the proposed assignee, (D) such other documents, opinions, instruments and certificates as the General Partner Manager shall request, request and (E) a counterpart of this Agreement executed by or on behalf of such Person; (ivv) such assigning Limited Partner Member or assignee shall, prior to making any such Assignment, deliver to the Partnership Company the opinion of counsel described in Section 10.1(d); and; (vvi) such Assignment would not pose a material risk that that: the Partnership Company will be treated as a “publicly traded partnership” within the meaning of § 7704 of the Code and the regulations promulgated thereunder or make the Partnership ineligible for “safe harbor” treatment under § Section 7704 of the Code and the regulations promulgated thereunder; the Company will be ineligible for “safe harbor” treatment under Section 7704 of the Code and the regulations promulgated thereunder; or the Company will be an “investment company” within the meaning of the Investment Company Act. The General Partner Manager may waive any or all of the conditions set forth in this Section 10.1(c) other than clause (iii)(B) thereof if, in its sole and absolute discretion, it deems it ; and (vii) the assignment shall not result in the best interests of the Partnership Company becoming subject to do soERISA “Plan Asset” regulations.

Conditions Precedent to Assignment. Any purported As a condition precedent to any Assignment by a Limited Partner pursuant to the terms under Section 9.2.1 of this Section 10.1 shallAgreement, in addition to requiring the prior written consent referred to in Section 10.1(b), be subject to the satisfaction all of the following conditionsmust be satisfied: (ia) the General Partner shall have been given at least twenty (20) Business Days’ prior written notice of such desired Assignment specifying the name Proposed Assignee must execute an assignment and address of the proposed assignee assumption agreement in form and the terms and conditions of the proposed Assignment; (ii) the assigning Limited Partner or assignee shall undertake substance reasonably acceptable to pay all expenses incurred by the Partnership or the General Partner on behalf of the Partnership in connection therewith; (iii) the Partnership shall receive from the assignee (A) such documents, instruments and certificates as may be requested by the General Partner, Corporation pursuant to which such assignee shall agree to be bound by this Agreement, (B) a certificate duly executed by the assignee to the effect that each of the representations, warranties assumes and acknowledgments set forth in the Subscription Agreement are (except as otherwise disclosed to the General Partner) true and correct with respect to such Person as of the date of such Assignment and that the assignee agrees to be bound by each all of the agreements, covenants terms and acknowledgments in the Subscription Agreement as if it were a party thereto, (C) a completed suitability statement in the form contained in the Subscription Agreement, as relevant to the proposed assignee, (D) such other documents, opinions, instruments and certificates as the General Partner shall request, and (E) a counterpart provisions of this Agreement executed by or on behalf (including the assumption of such Personany and all liabilities relating to any Event of Default of Manager that has occurred and remains uncured); (ivb) such assigning Limited Partner or assignee subject to Manager's rights under Section 11.3 below, the Proposed Assignee shall, prior at all times during the Operating Term, continue the use of the HILTON brand and continue the use of the name of the Hotel as the Hilton Austin; (c) the Proposed Assignee, together with its Affiliates, is recognized as having or operating (or upon such Assignment shall be recognized as having) a national or international chain of Upper Upscale Hotels; (d) the Proposed Assignee, together with its Affiliates, shall continue to making any such operate the Other Hilton Hotels under the Hilton name and to provide the Group Services and other provisions to be furnished by Manager at the standards provided for in and otherwise in accordance with this Agreement; (e) the Proposed Assignee is not generally recognized in the community as being of ill repute with whom a prudent business person would not wish to associate in a commercial venture or a Person that would be considered by regulators in the gaming industry to be an unsuitable business associate of Manager and its Affiliates; (f) in the event that the Proposed Assignee does not have a net worth at least equal to $150,000,000 as of December 31 of the year preceding the proposed date of Assignment, Manager or the Proposed Assignee shall deliver to Corporation and Trustee a guaranty (in form and of substance reasonably satisfactory to Corporation and Trustee) executed by (i) a Person having the Partnership required net worth guaranteeing all of the opinion obligations and liabilities of counsel described the Proposed Assignee under this Agreement or (ii) Manager, if the Proposed Assignee is an Affiliate of Manager; (g) if a guaranty is to be provided pursuant to clause (f), then Manager or the Proposed Assignee shall deliver to Corporation and Trustee a legal opinion, in Section 10.1(d)form and substance, and from a law firm, satisfactory to Corporation and Trustee, opining as to the enforceability of the guaranty; (h) if the Proposed Assignee is an Affiliate of Manager, then Manager shall not be relieved of any of its obligations or liabilities hereunder; and (vi) such Manager shall give Corporation notice of an Assignment would not pose to the Proposed Assignee, which notice shall (i) identify in reasonable detail the owners of the Proposed Assignee, (ii) in the case of an Affiliate, provide proof (including a material risk legal opinion) reasonably satisfactory to Corporation and Trustee that the Partnership will be treated as a “publicly traded partnership” Proposed Assignee falls within the meaning definition of § 7704 an Affiliate of Manager, (iii) in the case of a merger, consolidation, or reorganization of Manager or acquisition of assets of Manager, provide proof of the Code same reasonably satisfactory to Corporation and Trustee, and (iv) be accompanied by the regulations promulgated thereunder or make the Partnership ineligible for “safe harbor” treatment under § 7704 latest available audited and unaudited financial statements of the Code and Proposed Assignee or other information with respect to such proposed Assignment reasonably necessary for Corporation to determine if the regulations promulgated thereunder. The General Partner may waive any or all of the conditions set forth in proposed Assignment is a permitted Assignment under this Section 10.1(c) other than clause (iii)(B) thereof if, in its discretion, it deems it in the best interests of the Partnership to do soArticle.

Conditions Precedent to Assignment. Any purported Assignment by a Limited Partner pursuant to the terms of this Section 10.1 shall, in addition to requiring the prior written consent referred to in Section 10.1(b), be subject to the satisfaction of the following conditions: (i) the General Partner shall have been given at least twenty (20) Business Days’ ' prior written notice of such desired Assignment specifying the name and address of the proposed assignee and the terms and conditions of the proposed Assignment; (ii) the assigning Limited Partner or assignee shall undertake to pay all expenses incurred by the Partnership or the General Partner on behalf of the Partnership in connection therewith; (iii) the Partnership shall receive from the assignee (A) such documents, instruments and certificates as may be requested by the General Partner, pursuant to which such assignee shall agree to be bound by this Agreement, (B) a certificate duly executed by the assignee to the effect that each of the representations, warranties and acknowledgments set forth in the Subscription Agreement are (except as otherwise disclosed to the General Partner) true and correct with respect to such Person as of the date of such Assignment and that the assignee agrees to be bound by each of the agreements, covenants and acknowledgments in the Subscription Agreement as if it were a party thereto, (C) a completed suitability statement in the form contained in the Subscription Agreement, as relevant to the proposed assignee, (D) such other documents, opinions, instruments and certificates as the General Partner shall request, and (E) a counterpart of this Agreement executed by or on behalf of such Person; (iv) such assigning Limited Partner or assignee shall, prior to making any such Assignment, deliver to the Partnership the opinion of counsel described in Section 10.1(d); and (v) such Assignment would not pose a material risk that the Partnership will be treated as a “"publicly traded partnership” " within the meaning of § 7704 of the Code and the regulations promulgated thereunder or make the Partnership ineligible for “"safe harbor” " treatment under § 7704 of the Code and the regulations promulgated thereunder. The General Partner may waive any or all of the conditions set forth in this Section 10.1(c) other than clause (iii)(B) thereof if, in its discretion, it deems it in the best interests of the Partnership to do so.

Conditions Precedent to Assignment. Any purported Assignment by a Limited Partner Member pursuant to the terms of this Section 10.1 8.1 shall, in addition to requiring the prior written consent referred to in Section 10.1(b8.1(b), be subject to the satisfaction of the following conditions: (i) the General Partner The Managing Member shall have been given at least twenty (20) Business Days’ prior written notice of such desired Assignment specifying the name and address of the proposed assignee and the terms and conditions of the proposed Assignment; (ii) the The assigning Limited Partner Member or assignee shall undertake to pay all expenses incurred by the Partnership Operating Company or the General Partner Managing Member on behalf of the Partnership Operating Company in connection therewith; (iii) the Partnership The Operating Company shall receive from the assignee assignee: (A) such documents, instruments and certificates as may be requested by the General PartnerManaging Member, pursuant to which such assignee shall agree to be bound by this Agreement, ; (B) a certificate duly executed by the assignee to the effect that each of the representations, warranties and acknowledgments set forth in the Subscription Agreement are (except as otherwise disclosed to the General PartnerManaging Member) true and correct with respect to such Person as of the date of such Assignment and that the assignee agrees to be bound by each of the agreements, covenants and acknowledgments in the Subscription Agreement as if it were a party thereto, ; (C) a completed suitability statement in the form contained in the Subscription Agreement, as relevant to the proposed assignee, ; (D) such other documents, opinions, instruments and certificates as the General Partner Managing Member shall request, ; and (E) a counterpart of this Agreement executed by or on behalf of such Person; (iv) such Such assigning Limited Partner Member or assignee shall, prior to making any such Assignment, deliver to the Partnership Operating Company the opinion of counsel described in Section 10.1(d8.2(e), if required by the Operating Company; and (v) such Such Assignment would not pose a material risk that the Partnership Operating Company will be treated as a “publicly traded partnershipOperating Company” within the meaning of § Section 7704 of the Code and the regulations promulgated thereunder or make the Partnership Operating Company ineligible for “safe harbor” treatment under § Section 7704 of the Code and the regulations promulgated thereunder. The General Partner may Managing Member may, in its discretion, waive any or all of the conditions set forth in this Section 10.1(c8.1(d) other than clause (iii)(B) thereof if, in its discretion, it deems it in the best interests of the Partnership to do sothereof.

Conditions Precedent to Assignment. Any purported proposed Assignment by a Limited Partner pursuant to the terms of this Section 10.1 shall, in addition to requiring the prior written consent referred to in Section 10.1(b), Member shall be subject to the provisions of this Section 10, including satisfaction of the following conditions: (i) the General Partner Manager shall have given its prior written consent to the Assignment, as referred to in Section 10.1(b); (ii) the Manager shall have been given at least twenty (20) Business Days’ prior written notice of such desired Assignment specifying the name and address of the proposed assignee and the terms and conditions of the proposed Assignment; (iiiii) the assigning Limited Partner Member or assignee shall undertake to pay all expenses incurred by the Partnership Fund or the General Partner Manager on behalf of the Partnership Fund in connection therewith; (iiiiv) the Partnership Fund shall receive from the assignee (A) such documents, instruments and certificates as may be requested by the General PartnerManager, pursuant to which such assignee shall agree to be bound by this Agreement, (B) a certificate duly executed by the assignee to the effect that each of the representations, warranties and acknowledgments set forth in the Subscription Agreement are (except as otherwise disclosed to the General PartnerManager) true and correct with respect to such Person as of the date of such Assignment and that the assignee agrees to be bound by each of the agreements, covenants and acknowledgments in the Subscription Agreement as if it were a party thereto, (C) a completed suitability statement in the form contained in the Subscription Agreement, as relevant to the proposed assignee, (D) such other documents, opinions, instruments and certificates as the General Partner Manager shall request, request and (E) a counterpart of this Agreement executed by or on behalf of such Person; (ivv) such assigning Limited Partner Member or assignee shall, prior to making any such Assignment, deliver to the Partnership Fund the opinion of counsel described in Section 10.1(d); and Equity Program Operating Agreement 24 (vvi) such Assignment would not pose a material risk that that: the Partnership Fund will be treated as a “publicly traded partnership” within the meaning of § 7704 of the Code and the regulations promulgated thereunder or make the Partnership ineligible for “safe harbor” treatment under § Section 7704 of the Code and the regulations promulgated thereunder; the Fund will be ineligible for “safe harbor” treatment under Section 7704 of the Code and the regulations promulgated thereunder; or the Fund will be an “investment company” within the meaning of the Investment Company Act. The General Partner Manager may waive any or all of the conditions set forth in this Section 10.1(c) other than clause (iii)(B) thereof if, in its sole and absolute discretion, it deems it ; and (vii) the assignment shall not result in ERISA Members to equal or exceed twenty-five percent (25%) of the best aggregate Capital Contributions of (or the value of any other interests of or the Partnership to do soUnits held by) all Members.

Conditions Precedent to Assignment. Any purported proposed Assignment by a Limited Partner pursuant to the terms of this Section 10.1 shall, in addition to requiring the prior written consent referred to in Section 10.1(b), 11 shall be subject to the satisfaction of the following conditions: (i) the General Partner shall have given its prior written consent to the Assignment, as referred to in Sections 11.1(b) and 11.1(c), provided that consent is not required for certain Assignments pursuant to Section 11.1(c); (ii) the General Partner shall have been given at least twenty (20) Business Days’ prior written notice of such desired Assignment specifying the name and address of the proposed assignee and the terms and conditions of the proposed Assignment; (iiiii) the assigning Limited Partner or assignee shall undertake to pay all expenses incurred by the Partnership Fund or the General Partner on behalf of the Partnership Fund in connection therewith; (iiiiv) the Partnership Fund shall receive from the assignee (A) such documents, instruments and certificates as may be requested by the General Partner, pursuant to which such assignee shall agree to be bound by this Agreement, (B) a certificate duly executed by the assignee to the effect that each of the representations, warranties and acknowledgments set forth in the Subscription Agreement are (except as otherwise disclosed to the General Partner) true and correct with respect to such Person as of the date of such Assignment and that the assignee agrees to be bound by each of the agreements, covenants and acknowledgments in the Subscription Agreement as if it were a party thereto, (C) a completed suitability statement in the form contained in the Subscription Agreement, as relevant to the proposed assignee, (D) such other documents, opinions, instruments and certificates as the General Partner shall request, including any necessary for the assignee to satisfy the conditions of this Section 11.1(d), and (E) a counterpart of this Agreement executed by or on behalf of such Person; (ivv) if requested by the General Partner, such assigning Limited Partner or assignee shall, prior to making any such Assignment, deliver to the Partnership Fund the opinion of counsel described in Section 10.1(d11.1(e); and (vvi) such Assignment would not pose a material risk that that: (A) the Partnership Fund will be treated as a “publicly traded partnership” within the meaning of § Section 7704 of the Code and the regulations Treasury Regulations promulgated thereunder or make thereunder; (B) the Partnership Fund will be ineligible for “safe harbor” treatment under § Section 7704 of the Code and the regulations Treasury Regulations promulgated thereunder; (C) the Fund will be an “investment company” within the meaning of the Investment Company Act; or (D) the assets of the Fund would be deemed Plan Assets. The General Partner shall determine whether such Assignment poses any of the foregoing risks in its sole discretion. The General Partner may waive any or all of the conditions set forth in this Section 10.1(c11.1(d) other than clause (iii)(B) thereof if, in its discretion, it deems it in if the best interests of General Partner determines that the Partnership waiver does not pose any material adverse consequences or risks to do sothe Fund or the Partners.

Conditions Precedent to Assignment. Any purported Assignment by a Limited Partner pursuant to the terms of this Section 10.1 11.1 shall, in addition to requiring the prior written consent referred to in Section 10.1(b11.1(b), be subject to the satisfaction of the following conditions: (i) the General Partner shall have been given at least twenty (20) 20 Business Days’ prior written notice of such desired Assignment specifying the name and address of the proposed assignee and the terms and conditions of the proposed Assignment; (ii) the assigning Limited Partner or assignee shall undertake to pay all expenses incurred by the Partnership or the General Partner on behalf of the Partnership in connection therewith; (iii) the Partnership shall receive from the assignee (A) such documents, instruments instruments, and certificates as may be requested by the General Partner, pursuant to which such assignee shall agree to be bound by this Agreement, (B) a certificate duly executed by the assignee to the effect that each of the representations, warranties warranties, and acknowledgments set forth in the Subscription Agreement are (except as otherwise disclosed to the General Partner) true and correct with respect to such Person person as of the date of such Assignment and that the assignee agrees to be bound by each of the agreements, covenants covenants, and acknowledgments in the Subscription Agreement as if it were a party thereto, (C) a completed suitability statement in the form contained in approved by the Subscription AgreementGeneral Partner, as relevant to the proposed assignee, (D) such other documents, opinions, instruments instruments, and certificates as the General Partner shall request, and (E) a counterpart of this Agreement executed by or on behalf of such Personperson; (iv) if requested by the General Partner, such assigning Limited Partner or assignee shall, prior to making any such Assignment, deliver to the Partnership the an opinion of counsel described regarding the Assignment not violating the Securities Act, the Exchange Act, the 1940 Act, ERISA, or the laws, rules, regulations, orders, and other directives of any Governmental Authority; (v) such Assignment would not pose a material risk that the Partnership would no longer be able to rely on an exception set forth in Section 10.1(d)3(c) of the 1940 Act; and (vvi) such Assignment would not pose a material risk that the Partnership will be treated as a “publicly traded partnership” within the meaning of § Section 7704 of the Code and the regulations promulgated thereunder or make the Partnership ineligible for “safe harbor” treatment under § Section 7704 of the Code and the regulations promulgated thereunder. The General Partner may waive any or all of the conditions set forth in this Section 10.1(c11.1(b) other than clause (iii)(B) thereof if, in its discretion, it deems it in the best interests of the Partnership to do so.

Conditions Precedent to Assignment. Any purported Assignment by a Limited Partner pursuant to the terms of this Section 10.1 shall, in addition to requiring the prior written consent referred to in Section 10.1(b), be subject to the satisfaction of the following conditions: (i) the General Partner shall have been given at least twenty (20) Business Days’ prior written notice of such desired Assignment specifying the name and address of the proposed assignee and the terms and conditions of the proposed Assignment; (ii) the assigning Limited Partner or assignee shall undertake to pay all expenses incurred by the Partnership or the General Partner on behalf of the Partnership in connection therewith; (iii) the Partnership shall receive from the assignee (A) such documents, instruments and certificates as may be requested by the General Partner, pursuant to which such assignee shall agree to be bound by this Agreement, (B) a certificate duly executed by the assignee to the effect that each of the representations, warranties and acknowledgments set forth in the Subscription Agreement are (except as otherwise disclosed to the General Partner) true and correct with respect to such Person as of the date of such Assignment and that the assignee agrees to be bound by each of the agreements, covenants and acknowledgments in the Subscription Agreement as if it were a party thereto, (C) a completed suitability statement in the form contained in the Subscription Agreement, as relevant to the proposed assignee, (D) such other documents, opinions, instruments and certificates as the General Partner shall request, request and (E) a counterpart of this Agreement executed by or on behalf of such Person; (iv) such assigning Limited Partner or assignee shall, prior to making any such Assignment, deliver to the Partnership the opinion of counsel described in Section 10.1(d); and (v) such Assignment would not pose a material risk that the Partnership will be treated as a “publicly traded partnership” within the meaning of § Section 7704 of the Code and the regulations promulgated thereunder or make the Partnership ineligible for “safe harbor” treatment under § Section 7704 of the Code and the regulations promulgated thereunder. The General Partner may waive any or all of the conditions set forth in this Section 10.1(c) other than clause (iii)(B) thereof if, in its discretion, it deems it in the best interests of the Partnership to do so.

Conditions Precedent to Assignment. Any purported Assignment by a Limited Partner pursuant to the terms of this Section 10.1 shall, in addition to requiring the prior written consent referred to in Section 10.1(b10.1(e), be subject to the satisfaction of the following conditions: (i) the General Partner shall have been given at least twenty (20) Business Days’ prior written notice of such desired Assignment specifying the name and address of the proposed assignee and the terms and conditions of the proposed Assignment; (ii) the assigning Limited Partner or assignee shall undertake to pay all expenses incurred by the Partnership or the General Partner on behalf of the Partnership in connection therewith; (iii) the Partnership shall receive from the assignee (A) such documents, instruments and certificates as may be requested by the General Partner, pursuant to which such assignee shall agree to be bound by this Agreement, (B) a certificate duly executed by the assignee to the effect that each of the representations, warranties and acknowledgments set forth in the Subscription Agreement are (except as otherwise disclosed to the General Partner) true and correct with respect to such Person as of the date of such Assignment and that the assignee agrees to be bound by each of the agreements, covenants and acknowledgments in the Subscription Agreement as if it were a party thereto, (C) a completed suitability statement in the form contained in the Subscription Agreement, as relevant to the proposed assignee, (D) such other documents, opinions, instruments and certificates as the General Partner shall request, and (E) a counterpart of this Agreement executed by or on behalf of such Person; (iv) such assigning Limited Partner or assignee shall, prior to making any such Assignment, deliver to the Partnership the opinion of counsel described in Section 10.1(d10.1(g); and (v) such Assignment would not pose a material risk that the Partnership will be treated as a “publicly traded partnership” within the meaning of § 7704 of the Code and the regulations promulgated thereunder or make the Partnership ineligible for “safe harbor” treatment under § 7704 of the Code and the regulations promulgated thereunder. The General Partner may waive any or all of the conditions set forth in this Section 10.1(c10.1(f) other than clause (iii)(B) thereof if, in its discretion, it deems it in the best interests of the Partnership to do so.