Common use of Involuntary Transfers of Limited Partner Interests Clause in Contracts

Involuntary Transfers of Limited Partner Interests. If any Limited Partner’s Partnership interest is sought to be transferred by any involuntary means (other than death or adjudication of incompetency or insanity), including, but not limited to, attachment, garnishment, execution, bankruptcy, insolvency, levy or seizure, then such Limited Partner shall deliver written notice of such action to the General Partners and such Limited Partner’s Partnership interest will then be subject to being purchased as follows. (a) Each of the other Partners will have the first option to purchase in accordance with their percentages of Partnership interests in the Partnership or such other percentages as they may unanimously agree. If not all of the other Partners elect to purchase, then those Partners electing to purchase will have the right to purchase the balance of the offered Partnership interest in accordance with their respective percentages of Partnership interests among themselves, or in such other percentages as they may unanimously agree. (b) If the other Partners fail to purchase all of the interest sought to be involuntarily transferred, then the Partnership will have the right to purchase the remaining balance of such Partnership interest. (c) The option to the other Partners and to the Partnership to purchase the interest sought to be involuntarily transferred is hereinafter referred to as the “Involuntary Option.” (d) The term of the Involuntary Option of the other Partners and the Partnership will commence upon their receipt of actual notice of the attempted involuntary transfer and will terminate, if not exercised, 60 days thereafter, unless sooner terminated by written refusal of the other Partners. An election to exercise any Involuntary Option will be made in a writing that is transmitted to the Limited Partner whose Partnership interest is sought to be involuntarily transferred. (e) Upon the failure or neglect of the other Partners or the Partnership to purchase, in accordance with this section, all of the Partnership interest sought to be involuntarily transferred, the unpurchased Partnership interest may be involuntarily transferred, but such transferee will not become a substitute Limited Partner unless the requirements for becoming a substitute Limited Partner as set forth in this Agreement are satisfied in full. Nevertheless, such transferee will be subject to all the terms and conditions of this Agreement. (f) If, notwithstanding the provisions of this Agreement, any Partnership interest is transferred by involuntary means without compliance with the terms and conditions of this Agreement, then the Involuntary Option described above will be to purchase such Partnership interest from the transferee( s). (g) The purchase price for a Limited Partner’s Partnership interests to be purchased pursuant to the exercise of the Involuntary Option will equal its Fair Market Value as defined below. The purchaser will pay the foregoing purchase price pursuant to the terms of this Agreement herein below provided. (h) The closing date will occur on or before 30 days following the exercise of the Involuntary Option. At the closing, the selling Limited Partner will execute such instruments of assignment as shall be required by the purchasing Partner(s) or the Partnership, so as to transfer the Partnership interests being sold free and clear of all liens, claims, security interests, and encumbrances whatsoever. If the selling Limited Partner fails to execute such documents, then the General Partners may do so pursuant to the power of attorney granted them in this Agreement.

Involuntary Transfers of Limited Partner Interests. If any Limited Partner’s Partnership interest is sought to be transferred by any involuntary means (other than death or adjudication of incompetency or insanity), including, but not limited to, attachment, garnishment, execution, bankruptcy, insolvency, levy or seizure, then such Limited Partner shall deliver written notice of such action to the General Partners and such Limited Partner’s Partnership interest will then be subject to being purchased as follows. (a) Each of the other Partners will have the first option to purchase in accordance with their percentages of Partnership interests in the Partnership or such other percentages as they may unanimously agree. If not all of the other Partners elect to purchase, then those Partners electing to purchase will have the right to purchase the balance of the offered Partnership interest in accordance with their respective percentages of Partnership interests among themselves, or in such other percentages as they may unanimously agree. (b) If the other Partners fail to purchase all of the interest sought to be involuntarily transferred, then the Partnership will have the right to purchase the remaining balance of such Partnership interest. (c) The option to the other Partners and to the Partnership to purchase the interest sought to be involuntarily transferred is hereinafter referred to as the “Involuntary Option.” (d) The term of the Involuntary Option of the other Partners and the Partnership will commence upon their receipt of actual notice of the attempted involuntary transfer and will terminate, if not exercised, 60 days thereafter, unless sooner terminated by written refusal of the other Partners. An election to exercise any Involuntary Option will be made in a writing that is transmitted to the Limited Partner whose Partnership interest is sought to be involuntarily transferred. (e) Upon the failure or neglect of the other Partners or the Partnership to purchase, in accordance with this section, all of the Partnership interest sought to be involuntarily transferred, the unpurchased Partnership interest may be involuntarily transferred, but such transferee will not become a substitute Limited Partner unless the requirements for becoming a substitute Limited Partner as set forth in this Agreement are satisfied in full. Nevertheless, such transferee will be subject to all the terms and conditions of this Agreement. (f) If, notwithstanding the provisions of this Agreement, any Partnership interest is transferred by involuntary means without compliance with the terms and conditions of this Agreement, then the Involuntary Option described above will be to purchase such Partnership interest from the transferee( stransferee(s). (g) The purchase price for a Limited Partner’s Partnership interests to be purchased pursuant to the exercise of the Involuntary Option will equal its Fair Market Value as defined below. The purchaser will pay the foregoing purchase price pursuant to the terms of this Agreement herein below provided. (h) The closing date will occur on or before 30 days following the exercise of the Involuntary Option. At the closing, the selling Limited Partner will execute such instruments of assignment as shall be required by the purchasing Partner(s) or the Partnership, so as to transfer the Partnership interests being sold free and clear of all liens, claims, security interests, and encumbrances whatsoever. If the selling Limited Partner fails to execute such documents, then the General Partners may do so pursuant to the power of attorney granted them in this Agreement.

Involuntary Transfers of Limited Partner Interests. If any Limited Partner’s 's Partnership interest is sought to be transferred by any involuntary means (other than death or adjudication of incompetency or insanity), including, but not limited to, attachment, garnishment, execution, bankruptcy, insolvency, levy or seizure, then such Limited Partner shall deliver written notice of such action to the General Partners and such Limited Partner’s 's Partnership interest will then be subject to being purchased as follows. (a) Each of the other Partners will have the first option to purchase in accordance with their percentages of Partnership interests in the Partnership or such other percentages as they may unanimously agree. If not all of the other Partners elect to purchase, then those Partners electing to purchase will have the right to purchase the balance of the offered Partnership interest in accordance with their respective percentages of Partnership interests among themselves, or in such other percentages as they may unanimously agree. (b) If the other Partners fail to purchase all of the interest sought to be involuntarily transferred, then the Partnership will have the right to purchase the remaining balance of such Partnership interest. (c) The option to the other Partners and to the Partnership to purchase the interest sought to be involuntarily transferred is hereinafter referred to as the “"Involuntary Option.”" (d) The term of the Involuntary Option of the other Partners and the Partnership will commence upon their receipt of actual notice of the attempted involuntary transfer and will terminate, if not exercised, 60 days thereafter, unless sooner terminated by written refusal of the other Partners. An election to exercise any Involuntary Option will be made in a writing that is transmitted to the Limited Partner whose Partnership interest is sought to be involuntarily transferred. (e) Upon the failure or neglect of the other Partners or the Partnership to purchase, in accordance with this section, all of the Partnership interest sought to be involuntarily transferred, the unpurchased Partnership interest may be involuntarily transferred, but such transferee will not become a substitute Limited Partner unless the requirements for becoming a substitute Limited Partner as set forth in this Agreement are satisfied in full. Nevertheless, such transferee will be subject to all the terms and conditions of this Agreement. (f1) If, notwithstanding the provisions of this Agreement, any Partnership interest is transferred by involuntary means without compliance with the terms and conditions of this Agreement, then the Involuntary Option described above will be to purchase such Partnership interest from the transferee( stransferee(s). (g) The purchase price for a Limited Partner’s Partnership interests to be purchased pursuant to the exercise of the Involuntary Option will equal its Fair Market Value as defined below. The purchaser will pay the foregoing purchase price pursuant to the terms of this Agreement herein below provided. (h) The closing date will occur on or before 30 days following the exercise of the Involuntary Option. At the closing, the selling Limited Partner will execute such instruments of assignment as shall be required by the purchasing Partner(s) or the Partnership, so as to transfer the Partnership interests being sold free and clear of all liens, claims, security interests, and encumbrances whatsoever. If the selling Limited Partner fails to execute such documents, then the General Partners may do so pursuant to the power of attorney granted them in this Agreement.

Involuntary Transfers of Limited Partner Interests. If any Limited Partner’s Partnership interest is sought to be transferred by any involuntary means (other than death or adjudication of incompetency or insanity), including, but not limited to, attachment, garnishment, execution, bankruptcy, insolvency, levy or seizure, then such Limited Partner shall deliver written notice of such action to the General Partners and such Limited Partner’s Partnership interest will then be subject to being purchased as follows. (a) Each of the other Partners will have the first option to purchase in accordance with their percentages of Partnership interests in the Partnership or such other percentages as they may unanimously agree. If not all of the other Partners elect to purchase, then those Partners electing to purchase will have the right to purchase the balance of the offered Partnership interest in accordance with their respective percentages of Partnership interests among themselves, or in such other percentages as they may unanimously agree. (b) If the other Partners fail to purchase all of the interest sought to be involuntarily transferred, then the Partnership will have the right to purchase the remaining balance of such Partnership interest. (c) The option to the other Partners and to the Partnership to purchase the interest sought to be involuntarily transferred is hereinafter referred to as the “Involuntary Option.” (d) The term of the Involuntary Option of the other Partners and the Partnership will commence upon their receipt of actual notice of the attempted involuntary transfer and will terminate, if not exercised, 60 days thereafter, unless sooner terminated by written refusal of the other Partners. An election to exercise any Involuntary Option will be made in a writing that is transmitted to the Limited Partner whose Partnership interest is sought to be involuntarily transferred. (e) Upon the failure or neglect of the other Partners or the Partnership to purchase, in accordance with this section, all of the Partnership interest sought to be involuntarily transferred, the unpurchased Partnership interest may be involuntarily transferred, but such transferee will not become a substitute Limited Partner unless the requirements for becoming a substitute Limited Partner as set forth in this Agreement are satisfied in full. Nevertheless, such transferee will be subject to all the terms and conditions of this Agreement. (f1) If, notwithstanding the provisions of this Agreement, any Partnership interest is transferred by involuntary means without compliance with the terms and conditions of this Agreement, then the Involuntary Option described above will be to purchase such Partnership interest from the transferee( stransferee(s). (g) The purchase price for a Limited Partner’s Partnership interests to be purchased pursuant to the exercise of the Involuntary Option will equal its Fair Market Value as defined below. The purchaser will pay the foregoing purchase price pursuant to the terms of this Agreement herein below provided. (h) The closing date will occur on or before 30 days following the exercise of the Involuntary Option. At the closing, the selling Limited Partner will execute such instruments of assignment as shall be required by the purchasing Partner(s) or the Partnership, so as to transfer the Partnership interests being sold free and clear of all liens, claims, security interests, and encumbrances whatsoever. If the selling Limited Partner fails to execute such documents, then the General Partners may do so pursuant to the power of attorney granted them in this Agreement.

Involuntary Transfers of Limited Partner Interests. If lf any Limited Partner’s Partnership interest is sought to be transferred by any involuntary means (other than death or adjudication of incompetency or insanity), including, but not limited to, attachment, garnishment, execution, bankruptcy, insolvency, levy or seizure, then such Limited Partner shall deliver written notice of such action to the General Partners and such Limited Partner’s Partnership interest will then be subject to being purchased as follows.. Amended and Restated Agreement of Limited Partnership for Jaytee Properties (a) Each of the other Partners will have the first option to purchase in accordance with their percentages of Partnership interests in the Partnership or such other percentages as they may unanimously agree. If not all of the other Partners elect to purchase, then those Partners electing to purchase will have the right to purchase the balance of the offered Partnership interest in accordance with their respective percentages of Partnership interests among themselves, or in such other percentages as they may unanimously agree. (b) If the other Partners fail to purchase all of the interest sought to be involuntarily transferred, then the Partnership will have the right to purchase the remaining balance of such Partnership interest. (c) The option to the other Partners and to the Partnership to purchase the interest sought to be involuntarily involuntary transferred is hereinafter referred to as the “Involuntary Option.” (d) The term of the Involuntary Option of the other Partners and the Partnership will commence upon their receipt of actual notice of the attempted involuntary transfer and will terminate, if not exercised, 60 days thereafter, unless sooner terminated by written refusal of the other Partners. An election to exercise any Involuntary Option will be made in a writing that is transmitted to the Limited Partner whose Partnership interest is sought to be involuntarily transferred. (e) Upon the failure or neglect of the other Partners or the Partnership to purchase, in accordance with this section, all of the Partnership interest sought to be involuntarily transferred, the unpurchased Partnership interest may be involuntarily transferred, but such transferee will not become a substitute Limited Partner unless the requirements for becoming a substitute Limited Partner as set forth in this Agreement are satisfied in full. Nevertheless, such transferee will be subject to all the terms and conditions of this Agreement. (f) If, notwithstanding the provisions of this Agreement, any Partnership interest is transferred by involuntary means without compliance with the terms and conditions of this Agreement, then the Involuntary Option described above will be to purchase such Partnership interest from the transferee( stransferee(s). (g) The purchase price for a Limited Partner’s Partnership interests to be purchased pursuant to the exercise of the Involuntary Option will equal its Fair Market Value as defined below. The purchaser will pay the foregoing purchase price pursuant to the terms of this Agreement herein below hereinbelow provided. (h) The closing date will occur on or before 30 days following the exercise of the Involuntary Option. At the closing, the selling Limited Partner will execute such instruments of assignment as shall be required by the purchasing Partner(s) or the Partnership, so as to transfer the Partnership interests being sold free and clear of all liens, claims, security interests, and encumbrances whatsoever. If the selling Limited Partner fails to execute such documents, then the General Partners may do so pursuant to the power of attorney granted them in this Agreement.. Amended and Restated Agreement of Limited Partnership for Jaytee Properties

Involuntary Transfers of Limited Partner Interests. If any Limited Partner’s 's Partnership interest is sought to be transferred by any involuntary means (other than death or adjudication of incompetency or insanity), including, but not limited to, attachment, garnishment, execution, bankruptcy, insolvency, levy or seizure, then such Limited Partner shall deliver written notice of such action to the General Partners and such Limited Partner’s 's Partnership interest will then be subject to being purchased as follows. (a) Each of the other Partners will have the first option to purchase in accordance with their percentages of Partnership interests in the Partnership or such other percentages as they may unanimously agree. If not all of the other Partners elect to purchase, then those Partners electing to purchase will have the right to purchase the balance of the offered Partnership interest in accordance with their respective percentages of Partnership interests among themselves, or in such other percentages as they may unanimously agree. (b) If the other Partners fail to purchase all of the interest sought to be involuntarily transferred, then the Partnership will have the right to purchase the remaining balance of such Partnership interest. (c) The option to the other Partners and to the Partnership to purchase the interest sought to be involuntarily transferred is hereinafter referred to as the “"Involuntary Option.”" (d) The term of o 1' the Involuntary In vo I untary Option of the other Partners and the Partnership will commence upon their receipt of actual notice of the attempted involuntary transfer and will terminate, if not exercised, 60 days thereafter, unless sooner terminated by written refusal of the other Partners. An election to exercise any Involuntary Option will be made in a writing that is transmitted to the Limited Partner whose Partnership interest is sought to be involuntarily transferred. (e) Upon the failure or neglect of the other Partners or the Partnership to purchase, in accordance with this section, all of the ofthe Partnership interest sought to be involuntarily transferred, the unpurchased Partnership interest may be involuntarily transferred, but such transferee will not become a substitute Limited Partner unless the requirements for becoming a substitute Limited Partner as set forth in this Agreement are satisfied in full. Nevertheless, such transferee will be subject to all the terms and conditions of this Agreement. (f) If, notwithstanding the provisions of this Agreement, any Partnership interest is transferred by involuntary means without compliance with the terms and conditions of this Agreement, then the Involuntary Option described above will be to purchase such Partnership interest from the transferee( stransferee(s). (g) The purchase price for a Limited Partner’s 's Partnership interests to be purchased pursuant to the exercise of o f the Involuntary Option will equal its Fair Market Value as defined below. The purchaser will pay the foregoing purchase price pursuant to the terms of this Agreement herein below hereinbelow provided. (h) The closing date will occur on or before 30 days following the exercise of the Involuntary Option. At the closing, the selling Limited Partner will execute such instruments of assignment as shall be required requ i red by the purchasing Partner(s) or the Partnership, so as to transfer the Partnership interests being sold free and clear of all liens, claims, security interests, and encumbrances whatsoever. If I [the selling Limited Partner fails to execute such documents, then the General Partners may do so pursuant to the power of attorney granted them in this Agreement.

Involuntary Transfers of Limited Partner Interests. If any Limited Partner’s 's Partnership interest is sought to be transferred by any involuntary means (other than death or adjudication of incompetency or insanity), including, but not limited to, attachment, garnishment, execution, bankruptcy, insolvency, levy or seizure, then such Limited Partner shall deliver written notice of such action to the General Partners and such Limited Partner’s 's Partnership interest will then be subject to being purchased as follows. (a) Each of the other Partners will have the first option to purchase in accordance with their percentages of Partnership interests in the Partnership or such other percentages as they may unanimously agree. If not all of the other Partners elect to purchase, then those Partners electing to purchase will have the right to purchase the balance of the offered Partnership interest in accordance with their respective percentages of Partnership interests among themselves, or in such other percentages as they may unanimously agree. (b) If the other Partners fail to purchase all of the interest sought to be involuntarily transferred, then the Partnership will have the right to purchase the remaining balance of such Partnership interest. (c) The option to the other Partners and to the Partnership to purchase the interest sought to be involuntarily transferred is hereinafter referred to as the “"Involuntary Option.”" (d) The term of the Involuntary Option of the other Partners and the Partnership will commence upon their receipt of actual notice of the attempted involuntary transfer and will terminate, if not exercised, 60 days thereafter, unless sooner terminated by written refusal of the other Partners. An election to exercise any Involuntary Option will be made in a writing that is transmitted to the Limited Partner whose Partnership interest is sought to be involuntarily transferred. (e) Upon the failure or neglect of the other Partners or the Partnership to purchase, in accordance with this section, all of the Partnership interest sought to be involuntarily transferred, the unpurchased Partnership interest may be involuntarily transferred, but such transferee will not become a substitute Limited Partner unless the requirements for becoming a substitute Limited Partner as set forth in this Agreement are satisfied in full. Nevertheless, such transferee will be subject to all the terms and conditions of this Agreement. (f) If, notwithstanding the provisions of this Agreement, any Partnership interest is transferred by involuntary means without compliance with the terms and conditions of this Agreement, then the Involuntary Option described above will be to purchase such Partnership interest from the transferee( stransferee(s). (g) The purchase price for a Limited Partner’s 's Partnership interests to be purchased pursuant to the exercise of the Involuntary Option will equal its Fair Market Value as defined below. The purchaser will pay the foregoing purchase price pursuant to the terms of this Agreement herein below hereinbelow provided. (h) The closing date will occur on or before 30 days following the exercise of the Involuntary Option. At the closing, the selling Limited Partner will execute such instruments of assignment as shall be required by the purchasing Partner(s) or the Partnership, so as to transfer the Partnership interests being sold free and clear of all liens, claims, security interests, and encumbrances whatsoever. If the selling Limited Partner fails to execute such documents, then the General Partners may do so pursuant to the power of attorney granted them in this Agreement.

Involuntary Transfers of Limited Partner Interests. If any Limited Partner’s Partnership interest is sought to be transferred by any involuntary means (other than death or adjudication of incompetency or insanity), including, but not limited to, attachment, garnishment, execution, bankruptcy, insolvency, levy or seizure, then such Limited Partner shall deliver written notice of such action to the General Partners and such Limited Partner’s Partnership interest will then be subject to being purchased as follows. (a) Each of the other Partners will have the first option to purchase in accordance with their percentages of Partnership interests in the Partnership or such other percentages as they may unanimously agree. If not all of the other Partners elect to purchase, then those Partners electing to purchase will have the right to purchase the balance of the offered Partnership interest in accordance with their respective percentages of Partnership interests among themselves, or in such other percentages as they may unanimously agree. (b) If the other Partners fail to purchase all of the interest sought to be involuntarily transferred, then the Partnership will have the right to purchase the remaining balance of such Partnership interest. (c) The option to the other Partners and to the Partnership to purchase the interest sought to be involuntarily transferred is hereinafter referred to as the “Involuntary Option.” (d) The term of o 1’ the Involuntary In vo I untary Option of the other Partners and the Partnership will commence upon their receipt of actual notice of the attempted involuntary transfer and will terminate, if not exercised, 60 days thereafter, unless sooner terminated by written refusal of the other Partners. An election to exercise any Involuntary Option will be made in a writing that is transmitted to the Limited Partner whose Partnership interest is sought to be involuntarily transferred. (e) Upon the failure or neglect of the other Partners or the Partnership to purchase, in accordance with this section, all of the ofthe Partnership interest sought to be involuntarily transferred, the unpurchased Partnership interest may be involuntarily transferred, but such transferee will not become a substitute Limited Partner unless the requirements for becoming a substitute Limited Partner as set forth in this Agreement are satisfied in full. Nevertheless, such transferee will be subject to all the terms and conditions of this Agreement. (f) If, notwithstanding the provisions of this Agreement, any Partnership interest is transferred by involuntary means without compliance with the terms and conditions of this Agreement, then the Involuntary Option described above will be to purchase such Partnership interest from the transferee( stransferee(s). (g) The purchase price for a Limited Partner’s Partnership interests to be purchased pursuant to the exercise of o f the Involuntary Option will equal its Fair Market Value as defined below. The purchaser will pay the foregoing purchase price pursuant to the terms of this Agreement herein below hereinbelow provided. (h) The closing date will occur on or before 30 days following the exercise of the Involuntary Option. At the closing, the selling Limited Partner will execute such instruments of assignment as shall be required requ i red by the purchasing Partner(s) or the Partnership, so as to transfer the Partnership interests being sold free and clear of all liens, claims, security interests, and encumbrances whatsoever. If I [the selling Limited Partner fails to execute such documents, then the General Partners may do so pursuant to the power of attorney granted them in this Agreement.

Involuntary Transfers of Limited Partner Interests. (a) If any Limited Partner’s 's Partnership interest Interest is sought to be transferred by any involuntary means (other than death or adjudication of incompetency or insanity), including, but not limited to, attachment, garnishment, execution, bankruptcy, insolvency, levy or seizure, then such Limited Partner shall deliver written notice of such action to the General Partners and such Limited Partner’s 's Partnership interest Interest will then be subject to being purchased as follows. (ab) Each of the other Partners will have the first option to purchase in accordance with their percentages of Partnership interests Interests in the Partnership or such other percentages as they may unanimously agreeagree upon. If not all of the other Partners elect to purchase, then those Partners electing to purchase will have the right to purchase the balance of the offered Partnership interest Interest in accordance with their respective percentages of Partnership interests Interests among themselves, or in such other percentages as they may unanimously agree. (bc) If the other Partners fail to purchase all of the interest sought to be involuntarily transferred, then the Partnership will have the right to purchase the remaining balance of such Partnership interestInterest. (cd) The option to the other Partners and to the Partnership to purchase the interest sought to be involuntarily transferred is hereinafter referred to as the “Involuntary Option"INVOLUNTARY OPTION.”" (de) The term of the Involuntary Option period of the other Partners and the Partnership will commence upon their receipt of actual notice of the attempted involuntary transfer and will terminate, if not exercised, 60 days thereafter, unless sooner terminated by written refusal of the other Partners. An election to exercise any Involuntary Option will be made in a writing that is and transmitted to the Limited Partner whose Partnership interest Interest is sought to be involuntarily transferred.. -------------------------------------------------------------------------------- (ef) Upon the failure or neglect of the other Partners or the Partnership to purchase, in accordance with this sectionSection, all of the Partnership interest Interest sought to be involuntarily transferred, the unpurchased Partnership interest Interest may be involuntarily transferred, but such transferee will may not become a substitute Substitute Limited Partner unless the requirements for becoming a substitute Substitute Limited Partner as set forth in this Agreement are satisfied in fullsatisfied. Nevertheless, such transferee will be subject to all the this Agreement's terms and conditions of this Agreementconditions. (fg) If, notwithstanding the provisions of this Agreement, any Partnership interest Interest is transferred by involuntary means without compliance with the terms and conditions of this Agreement, then the Involuntary Option described above will be to purchase such Partnership interest Interest from the transferee( stransferee(s). (gh) The purchase price for all of a Limited Partner’s 's Partnership interests Interests to be purchased pursuant to the exercise of the Involuntary Option will equal its Fair Market Value be the Limited Partner's Capital Account as defined belowof the close of the month following the exercise of the Involuntary Option ("EFFECTIVE DATE"). Such Capital Account will be adjusted to reflect such Limited Partner's share of the profit or loss of the Partnership through the Effective Date and contributions by, and distributions to, such Limited Partner since the close of the Partnership's last Fiscal Year to the extent such adjustments have not already been reflected in the Capital Account of such Limited Partner on the Partnership's books. The purchaser will pay the foregoing purchase price pursuant to the terms of this Agreement herein below providedAgreement. (hi) The closing date will occur on or before 30 days following the exercise of the Involuntary Option. At the closing, the selling Limited Partner will execute such instruments of assignment as shall be required by the purchasing Partner(s) or the Partnership, so as to transfer the Partnership interests Interests being sold free and clear of all liens, claims, security interests, and encumbrances whatsoever. If the selling Limited Partner fails to execute such documents, then either the Managing or Co-Managing General Partners Partner may do so pursuant to the power of attorney granted them in this Agreement.

Involuntary Transfers of Limited Partner Interests. If lf any Limited Partner’s Partnership interest is sought to be transferred by any involuntary means (other than death or adjudication of incompetency or insanity), including, but not limited to, attachment, garnishment, execution, bankruptcy, insolvency, levy or seizure, then such Limited Partner shall deliver written notice of such action to the General Partners and such Limited Partner’s Partnership interest will then be subject to being purchased as follows.. Amended and Restated Agreement of Limited Partnership for Teebank Family Limited Partnership (a) Each of the other Partners will have the first option to purchase in accordance with their percentages of Partnership interests in the Partnership or such other percentages as they may unanimously agree. If not all of the other Partners elect to purchase, then those Partners electing to purchase will have the right to purchase the balance of the offered Partnership interest in accordance with their respective percentages of Partnership interests among themselves, or in such other percentages as they may unanimously agree. (b) If the other Partners fail to purchase all of the interest sought to be involuntarily transferred, then the Partnership will have the right to purchase the remaining balance of such Partnership interest. (c) The option to the other Partners and to the Partnership to purchase the interest sought to be involuntarily involuntary transferred is hereinafter referred to as the “Involuntary Option.” (d) The term of the Involuntary Option of the other Partners and the Partnership will commence upon their receipt of actual notice of the attempted involuntary transfer and will terminate, if not exercised, 60 days thereafter, unless sooner terminated by written refusal of the other Partners. An election to exercise any Involuntary Option will be made in a writing that is transmitted to the Limited Partner whose Partnership interest is sought to be involuntarily transferred. (e) Upon the failure or neglect of the other Partners or the Partnership to purchase, in accordance with this section, all of the Partnership interest sought to be involuntarily transferred, the unpurchased Partnership interest may be involuntarily transferred, but such transferee will not become a substitute Limited Partner unless the requirements for becoming a substitute Limited Partner as set forth in this Agreement are satisfied in full. Nevertheless, such transferee will be subject to all the terms and conditions of this Agreement. (f) If, notwithstanding the provisions of this Agreement, any Partnership interest is transferred by involuntary means without compliance with the terms and conditions of this Agreement, then the Involuntary Option described above will be to purchase such Partnership interest from the transferee( stransferee(s). (g) The purchase price for a Limited Partner’s Partnership interests to be purchased pursuant to the exercise of the Involuntary Option will equal its Fair Market Value as defined below. The purchaser will pay the foregoing purchase price pursuant to the terms of this Agreement herein below hereinbelow provided. (h) The closing date will occur on or before 30 days following the exercise of the Involuntary Option. At the closing, the selling Limited Partner will execute such instruments of assignment as shall be required by the purchasing Partner(s) or the Partnership, so as to transfer the Partnership interests being sold free and clear of all liens, claims, security interests, and encumbrances whatsoever. If the selling Limited Partner fails to execute such documents, then the General Partners may do so pursuant to the power of attorney granted them in this Agreement.. Amended and Restated Agreement of Limited Partnership for Teebank Family Limited Partnership

Involuntary Transfers of Limited Partner Interests. (a) If any Limited Partner’s 's Partnership interest Interest is sought to be transferred by any involuntary means (other than death or adjudication of incompetency or insanity), including, but not limited to, attachment, garnishment, execution, bankruptcy, insolvency, levy or seizure, then such Limited Partner shall deliver written notice of such action to the General Partners and such Limited Partner’s 's Partnership interest Interest will then be subject to being purchased as follows. (ab) Each of the other Partners will have the first option to purchase in accordance with their percentages of Partnership interests Interests in the Partnership or such other percentages as they may unanimously agreeagree upon. If not all of the other Partners elect to purchase, then those Partners electing to purchase will have the right to purchase the balance of the offered Partnership interest Interest -------------------------------------------------------------------------------- in accordance with their respective percentages of Partnership interests Interests among themselves, or in such other percentages as they may unanimously agree. (bc) If the other Partners fail to purchase all of the interest sought to be involuntarily transferred, then the Partnership will have the right to purchase the remaining balance of such Partnership interestInterest. (cd) The option to the other Partners and to the Partnership to purchase the interest sought to be involuntarily transferred is hereinafter referred to as the “Involuntary Option"INVOLUNTARY OPTION.”" (de) The term of the Involuntary Option period of the other Partners and the Partnership will commence upon their receipt of actual notice of the attempted involuntary transfer and will terminate, if not exercised, 60 days thereafter, unless sooner terminated by written refusal of the other Partners. An election to exercise any Involuntary Option will be made in a writing that is and transmitted to the Limited Partner whose Partnership interest Interest is sought to be involuntarily transferred. (ef) Upon the failure or neglect of the other Partners or the Partnership to purchase, in accordance with this sectionSection, all of the Partnership interest Interest sought to be involuntarily transferred, the unpurchased Partnership interest Interest may be involuntarily transferred, but such transferee will may not become a substitute Substitute Limited Partner unless the requirements for becoming a substitute Substitute Limited Partner as set forth in this Agreement are satisfied in fullsatisfied. Nevertheless, such transferee will be subject to all the this Agreement's terms and conditions of this Agreementconditions. (fg) If, notwithstanding the provisions of this Agreement, any Partnership interest Interest is transferred by involuntary means without compliance with the terms and conditions of this Agreement, then the Involuntary Option described above will be to purchase such Partnership interest Interest from the transferee( stransferee(s). (gh) The purchase price for all of a Limited Partner’s 's Partnership interests Interests to be purchased pursuant to the exercise of the Involuntary Option will equal its Fair Market Value be the Limited Partner's Capital Account as defined belowof the close of the month following the exercise of the Involuntary Option ("EFFECTIVE DATE"). Such Capital Account will be adjusted to reflect such Limited Partner's share of the profit or loss of the Partnership through the Effective Date and contributions by, and distributions to, such Limited Partner since the close of the Partnership's last Fiscal Year to the extent such adjustments have not already been reflected in the Capital Account of such Limited Partner on the Partnership's books. The purchaser will pay the foregoing purchase price pursuant to the terms of this Agreement herein below providedAgreement. (hi) The closing date will occur on or before 30 days following the exercise of the Involuntary Option. At the closing, the selling Limited Partner will execute such instruments of assignment as shall be required by the purchasing Partner(s) or the Partnership, so as to transfer the Partnership interests Interests being sold free and clear of all liens, claims, security interests, and encumbrances whatsoever. If the selling Limited Partner fails to execute such documents, then either the Managing or Co-Managing General Partners Partner may do so pursuant to the power of attorney granted them in this Agreement.. --------------------------------------------------------------------------------

Involuntary Transfers of Limited Partner Interests. If any Limited Partner’s Partnership interest is sought to be transferred by any involuntary means (other than death or adjudication of incompetency or insanity), including, but not limited to, attachment, garnishment, execution, bankruptcy, insolvency, levy or seizure, then such Limited Partner shall deliver written notice of such action to the General Partners and such Limited Partner’s Partnership interest will then be subject to being purchased as follows. (a) Each of the other Partners will have the first option to purchase in accordance with their percentages of Partnership interests in the Partnership or such other percentages as they may unanimously agree. If not all of the other Partners elect to purchase, then those Partners electing to purchase will have the right to purchase the balance of the offered Partnership interest in accordance with their respective percentages of Partnership interests among themselves, or in such other percentages as they may unanimously agree. (b) If the other Partners fail to purchase all of the interest sought to be involuntarily transferred, then the Partnership will have the right to purchase the remaining balance of such Partnership interest. (c) The option to the other Partners and to the Partnership to purchase the interest sought to be involuntarily transferred is hereinafter referred to as the “Involuntary Option.” (d) The term of the Involuntary Option of the other Partners and the Partnership will commence upon their receipt of actual notice of the attempted involuntary transfer and will terminate, if not exercised, 60 days thereafter, unless sooner terminated by written refusal of the other Partners. An election to exercise any Involuntary Option will be made in a writing that is transmitted to the Limited Partner whose Partnership interest is sought to be involuntarily transferred. (e) Upon the failure or neglect of the other Partners or the Partnership to purchase, in accordance with this section, all of the ofthe Partnership interest sought to be involuntarily transferred, the unpurchased Partnership interest may be involuntarily transferred, but such transferee will not become a substitute Limited Partner unless the requirements for becoming a substitute Limited Partner as set forth in this Agreement are satisfied in full. Nevertheless, such transferee will be subject to all the terms and conditions of this Agreement. (f) If, notwithstanding the provisions of this Agreement, any Partnership interest is transferred by involuntary means without compliance with the terms and conditions of this Agreement, then the Involuntary Option described above will be to purchase such Partnership interest from the transferee( stransferee(s). (g) The purchase price for a Limited Partner’s Partnership interests to be purchased pursuant to the exercise of the Involuntary Option will equal its Fair Market Value as defined below. The purchaser will pay the foregoing purchase price pursuant to the terms of this Agreement herein below hereinbelow provided. (h) The closing date will occur on or before 30 days following the exercise of the Involuntary Option. At the closing, the selling Limited Partner will execute such instruments of assignment as shall be required by the purchasing Partner(s) or the Partnership, so as to transfer the Partnership interests being sold free and clear of all liens, claims, security interests, and encumbrances whatsoever. If the selling Limited Partner fails to execute such documents, then the General Partners may do so pursuant to the power of attorney granted them in this Agreement.