Common use of Limited Partners Rights to Transfer Clause in Contracts

Limited Partners Rights to Transfer. A. A Limited Partner shall have the right to transfer all or any portion of its Partnership Interest to any Person, subject to the provisions of Section 11.6 hereof and, in the case of Preferred Limited Partner Interests owned by IAC Capital Trust, 11.3.E hereof; provided that, any Transfer of a Partnership Interest shall be made only to a Qualified Transferee. Notwithstanding the foregoing provisions of this Section 11.3, any Original Limited Partner may, at any time, without the consent of the General Partner, (i) Transfer all or any portion of its Partnership Interest to an Affiliate or to an Irvine Person, subject to the provisions of Section 11.6 hereof, (ii) transfer all or a portion of its Partnership Interest pursuant to its rights to effect an Exchange or a Cash Tender as provided in Section 8.6 hereof and (iii) Pledge any portion of its Partnership Interest. It is a condition to any Transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Partnership Interest and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Limited Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Limited Partner of its obligations under this Agreement without the approval of the General Partner, in its sole discretion. Notwithstanding the foregoing, any transferee of any transferred Partnership Interest shall be subject to any and all ownership limitations contained in the Certificate of Incorporation which may limit or restrict such transferee's ability to exercise its Exchange Rights. Any transferee shall take subject to the obligations of the transferor hereunder, but such transferee shall not be 71 77 liable for the obligations of the transferor under Section 17-607 of the Act. Any transferee that is an Original Limited Partner shall be permitted to exercise the rights to effect an Exchange or a Cash Tender as provided in Section 8.6 hereof. Unless a transferee is an Original Limited Partner, TRC or a TRC Shareholder, such transferee shall not be entitled to exercise the rights provided under Section 8.6 hereof in the absence of consent by the General Partner. Until admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 11.5 hereof.

Limited Partners Rights to Transfer. A. A Except as provided in this Section, and subject to the rights of the General Partner under Section 11.6, no Limited Partner shall have the right to transfer Transfer all or any portion of its Partnership Interest to Interest, including, without limitation, all or any Person, subject to portion of the provisions of Section 11.6 hereof and, in the case of Preferred Limited Partner Interests owned by IAC Capital Trust, 11.3.E hereof; provided that, any Transfer of a Partnership Interest shall be made only to a Qualified Transferee. Notwithstanding the foregoing provisions of this Section 11.3, any Original Limited Partner may, at any timeeconomic rights appurtenant thereto, without the consent of the General Partner, (i) which may not be unreasonably withheld; provided that as long as a Transfer all or any portion of its Partnership Interest to an Affiliate or to an Irvine Personcomplies in the General Partner's reasonable judgment with applicable federal and state securities laws, a Limited Partner shall have the right, subject only to consent of the provisions General Partner as it reasonably deems necessary to carry out its obligations under Section 3.2, and upon not less than five (5) Business Days' prior written notice containing the identity and address of Section 11.6 hereof, (ii) the proposed transferee and such other information about such proposed transferee as the General Partner shall reasonably request to enable it to determine that such proposed transfer all or a portion of its Partnership Interest pursuant to its rights to effect an Exchange or a Cash Tender as provided in Section 8.6 hereof and (iii) Pledge any portion of its Partnership Interest. It is a condition to any Transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the without its consent and to enable it to perform its obligations of the transferor Limited Partner under this Agreement with respect to such transferred transferee, to Transfer its Partnership Interest and no (or a portion thereof, so long as such Transfer (other than pursuant portion consists of a percentage undivided interest in all of such Partnership Interest) to a statutory merger one or consolidation wherein all obligations and liabilities more of the transferor Limited Partner are assumed by following (each a successor corporation by operation of law"Permitted Transferee") shall relieve the transferor Limited Partner of its obligations under this Agreement without the approval of the General Partnerwho, in its sole discretion. Notwithstanding the foregoing, any transferee of any transferred Partnership Interest shall be subject to any and all ownership limitations contained in the Certificate of Incorporation which may limit or restrict such transferee's ability to exercise its Exchange Rights. Any transferee shall take subject to the obligations terms of this Article below and provided such Transfer contemplates a transfer of actual ownership (as opposed, for instance, to a pledge), shall become Substituted Limited Partners: (i) in the transferor hereunder, but such transferee shall not be 71 77 liable for the obligations case of the transferor under Section 17-607 of the Act. Any transferee a Limited Partner that is an Original individual, a Family Member of such Limited Partner shall or a trust for the benefit of such Limited Partner and/or one or more Family Members, (ii) to an entity in which more than fifty-one percent (51%) of the beneficial interests therein are owned by such Limited Partner or a Family Member and which is controlled by such Limited Partner or a Family Member, (iii) another Limited Partner, (iv) in the case of a Limited Partner that is an entity, to one or more persons who hold an equity interest in such Limited Partner as of the date of its admission to the Partnership as a Limited Partner or to whom a Transfer would be permitted under items (i), (ii) or (iii) above in this Section, (v) a trust for the benefit of a charitable beneficiary or to a charitable foundation, (vi) in connection with a pledge to a lending institution, which is not a Affiliate of such Limited Partner, as collateral or security for a bona fide loan or other extension of credit, or (vii) to such lending institution in connection with the exercise of remedies under such loan or extension of credit, provided that any such Substitute Limited Partner agrees to be bound by the rights provisions of this Agreement in its entirety and executes and delivers to effect an Exchange or the General Partner the documents provided to such Permitted Transferee by the General Partner which are necessary to admit such Permitted Transferee to the Partnership as a Cash Tender Substitute Limited Partner as provided in Section 8.6 hereof. Unless a transferee is an Original Limited Partner, TRC or a TRC Shareholder, such transferee shall not be entitled to exercise the rights provided under Section 8.6 hereof in the absence of consent by the General Partner. Until admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 11.5 hereof11.4.

Limited Partners Rights to Transfer. A. A Limited Partner shall have the right to transfer all or any portion of its Partnership Interest to any Person, subject to the provisions of Section 11.6 hereof and, in the case of Preferred Limited Partner Interests owned by IAC Capital Trust, 11.3.E hereof; provided that, any Transfer of a Partnership Interest shall be made only to a Qualified Transferee. Notwithstanding the foregoing provisions of this Section 11.3, any Original Limited Partner may, at any time, without the consent of the General Partner, (i) Transfer all or any portion of its Partnership Interest to an Affiliate or to an Irvine Person, subject to the provisions of Section 11.6 hereof, (ii) transfer all or a portion of its Partnership Interest pursuant to its rights to effect an Exchange or a Cash Tender as provided in Section 8.6 hereof and (iii) Pledge any portion of its Partnership Interest. It is a condition to any Transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Partnership Interest and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Limited Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Limited Partner of its obligations under this Agreement without the approval of the General Partner, in its sole discretion. Notwithstanding the foregoing, any transferee of any transferred Partnership Interest shall be subject to any and all ownership limitations contained in the Certificate of Incorporation which may limit or restrict such transferee's ability to exercise its Exchange Rights. Any transferee shall take subject to the obligations of the transferor hereunder, but such transferee shall not be 71 77 liable for the obligations of the transferor under Section 17-607 of the Act. Any transferee that is an Original Limited Partner shall be permitted to exercise the rights to effect an Exchange or a Cash Tender as provided in Section 8.6 hereof. Unless a transferee is an Original Limited Partner, TRC or a TRC Shareholder, such transferee shall not be entitled to exercise the rights provided under Section 8.6 hereof in the absence of consent by the General Partner. Until admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 11.5 hereof.Until

Limited Partners Rights to Transfer. A. A Limited Partner shall have the right to transfer all or any portion of its Partnership Interest to any Person, subject to the provisions of Section 11.6 hereof and, in the case of Preferred Limited Partner Interests owned by IAC Capital Trust, 11.3.E hereof; provided that, any Transfer of a Partnership Interest shall be made only to a Qualified Transferee. Notwithstanding the foregoing provisions of this Section 11.3, any Original Any Limited Partner may, at any time, without the consent of the General Partner, (i) Transfer transfer all or any portion of its Partnership Interest to the General Partner, subject to the provisions of Section 11.7, (ii) transfer all or any portion of its Partnership Interest to an Affiliate Affiliate, another Limited Partner or to an Irvine PersonImmediate Family member, subject to the provisions of Section 11.6 hereof11.7, (iiiii) transfer all or a any portion of its Partnership Interest pursuant to its rights to effect an Exchange or a Cash Tender as provided in Section 8.6 hereof and hereof, (iiiiv) Pledge pledge all or any portion of its Partnership InterestInterest to a lending institution, which is not an Affiliate of such Limited Partner, as collateral or security for a bona fide loan or other extension of credit, and subject to the provisions of Section 11.7, transfer such pledged Partnership Interest to such lending institution in connection with the exercise of remedies under such loan or extension or credit, and (v) if such Limited Partner is one of the initial Limited Partners of the Partnership and is a partnership, such Limited Partner may distribute all of its Partnership Interest to the partners of such partnership pursuant to a dissolution or liquidation of the Limited Partner. It is a condition to any Transfer transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Partnership Interest and no such Transfer transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Limited Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Limited Partner of its obligations under this Agreement without the approval of the General Partner, in its sole and absolute discretion. Notwithstanding the foregoing, any transferee of any transferred Partnership Interest shall be subject to any and all ownership limitations contained in the Certificate of Incorporation Charter which may limit or restrict such transferee's ’s ability to exercise its Exchange Rightsrights. Any transferee transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder, but such transferee shall not be 71 77 liable for the obligations of the transferor under Section 17-607 of the Act. Any transferee that is an Original Limited Partner shall be permitted to exercise the rights to effect an Exchange or a Cash Tender as provided in Section 8.6 hereof. Unless a transferee is an Original Limited Partner, TRC or a TRC Shareholder, such transferee shall not be entitled to exercise the rights provided under Section 8.6 hereof in the absence of consent by the General Partner. Until admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 11.5 hereof11.5.

Limited Partners Rights to Transfer. A. A Limited Partner shall have the right to transfer all or any portion of its Partnership Interest to any Person, subject to the provisions of Section 11.6 hereof and, in the case of Preferred Limited Partner Interests owned by IAC Capital Trust, 11.3.E hereof; provided that, any Transfer of a Partnership Interest shall be made only to a Qualified Transferee. Notwithstanding the foregoing provisions of this Section 11.3, any Original Any Limited Partner may, at any time, without the consent of the General Partner, (i) Transfer transfer all or any portion of its Partnership Interest to the General Partner, subject to the provisions of Section 11.6, (ii) transfer all or any portion of its Partnership Interest to an Affiliate Affiliate, another original Limited Partner or to an Irvine PersonImmediate Family member, subject to the provisions of Section 11.6 hereof11.6, (iiiii) transfer all or a any portion of its Partnership Interest pursuant to its rights to effect an Exchange or a Cash Tender as provided in Section 8.6 hereof and hereof, (iiiiv) Pledge pledge all or any portion of its Partnership InterestInterest to a lending institution, which is not an Affiliate of such Limited Partner, as collateral or security for a bona fide loan or other extension of credit, and transfer such pledged Partnership Interest to such lending institution in connection with the exercise of remedies under such loan or extension or credit, and (v) if such Limited Partner is one of the initial Limited Partners of the Partnership and is a partnership, such Limited Partner may distribute all of its Partnership Interest to the partners of such partnership pursuant to a dissolution or liquidation of the Limited Partner. It is a condition to any Transfer transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Partnership Interest and no such Transfer transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Limited Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Limited Partner of its obligations under this Agreement without the approval of the General Partner, in its sole and absolute discretion. Notwithstanding the foregoing, any transferee of any transferred Partnership Interest shall be subject to any and all ownership limitations contained in the Certificate of Incorporation Charter which may limit or restrict such transferee's ability to exercise its Exchange Rightsrights. Any transferee transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder, but such transferee shall not be 71 77 liable for the obligations of the transferor under Section 17-607 of the Act. Any transferee that is an Original Limited Partner shall be permitted to exercise the rights to effect an Exchange or a Cash Tender as provided in Section 8.6 hereof. Unless a transferee is an Original Limited Partner, TRC or a TRC Shareholder, such transferee shall not be entitled to exercise the rights provided under Section 8.6 hereof in the absence of consent by the General Partner. Until admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 11.5 hereof11.5.

Limited Partners Rights to Transfer. A. A Limited Partner shall have the right to transfer all or any portion of its Partnership Interest to any Person, subject to the provisions of Section 11.6 hereof and, in the case of Preferred Limited Partner Interests owned by IAC Capital Trust, 11.3.E hereof; provided that, any Transfer of a Partnership Interest shall be made only to a Qualified Transferee. Notwithstanding the foregoing provisions of this Section 11.3, any Original Limited Partner may, at any time, without the consent of the General Partner, (i) Transfer all or any portion of its Partnership Interest to an Affiliate or to an Irvine Person, subject to the provisions of Section 11.6 hereof, (ii) transfer all or a portion of its Partnership Interest pursuant to its rights to effect an Exchange or a Cash Tender as provided in Section 8.6 hereof and (iiiii) Pledge any portion of its Partnership Interest. It is a condition to any Transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Partnership Interest and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Limited Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Limited Partner of its obligations under this Agreement without the approval of the General Partner, in its sole discretion. Notwithstanding the foregoing, any transferee of any transferred Partnership Interest shall be subject to any and all ownership limitations contained in the Certificate of Incorporation which may limit or restrict such transferee's ability to exercise its Exchange Rights. Any transferee shall take subject to the obligations of the transferor hereunder, but such transferee shall not be 71 77 liable for the obligations of the transferor under Section 17-607 of the Act. Any transferee that is an Original Limited Partner shall be permitted to exercise the rights to effect an Exchange or a Cash Tender as provided in Section 8.6 hereof. Unless a transferee is an Original Limited Partner, TRC or a TRC Shareholder, such transferee shall not be entitled to exercise the rights provided under Section 8.6 hereof in the absence of consent by the General Partner. Until admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 11.5 hereof.

Limited Partners Rights to Transfer. A. A Any Limited Partner may, at any time without such consents, (1) transfer all or any portion of its Partnership Interest to the General Partner, (2) transfer all or any portion of its Partnership Interest to an Affiliate or to an Immediate Family member, subject to the provisions of Section 11.6 hereof, or to such Limited Partner’s shareholders, members, partners or beneficiaries, as the case may be, (3) transfer all or any portion of its Partnership Interest to a trust for the benefit of a charitable beneficiary or to a charitable foundation, subject to the provisions of Section 11.6 hereof and (4) subject to the provisions of Section 11.6 hereof, pledge or transfer (a “Pledge”) all or any portion of its Partnership Interest to a lender, which is not an Affiliate of such Limited Partner, as collateral or security for a bona fide loan or other extension of credit, and transfer such pledged Partnership Interest to such lender in connection with the exercise of remedies under such loan or extension or credit. Each Limited Partner or Assignee (resulting from a transfer made pursuant to clauses (1)-(4) of the preceding sentence) shall have the right to transfer all or any portion of its Partnership Interest to any Persona Qualified Transferee, subject to the provisions of Section 11.6 hereof and, (in addition to the case right of Preferred each such Limited Partner Interests owned or Assignee to continue to make any such transfer permitted by IAC Capital Trust, 11.3.E hereof; provided that, any Transfer of a Partnership Interest shall be made only to a Qualified Transferee. Notwithstanding the foregoing provisions of this Section 11.3, any Original Limited Partner may, at any time, without the consent clauses (1)-(4) of the General Partner, (i) Transfer all or any portion of its Partnership Interest to an Affiliate or to an Irvine Person, subject to the provisions of Section 11.6 hereof, (ii) transfer all or a portion of its Partnership Interest pursuant to its rights to effect an Exchange or a Cash Tender as provided in Section 8.6 hereof and (iii) Pledge any portion of its Partnership Interestimmediately preceding sentence). It is a condition to any Transfer transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Partnership Interest and no such Transfer transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Limited Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Limited Partner of its obligations under this Agreement without the approval of the General Partner, in its sole reasonable discretion; provided, however, that such transfer shall relieve the transferor Partner from any future obligations under this Agreement from and after the date of the transfer. Notwithstanding the foregoing, any transferee of any transferred Partnership Interest shall be subject to any and all ownership limitations contained in the Certificate of Incorporation which may limit or restrict such transferee's ability to exercise its Exchange RightsCharter and the representations in Section 3.3.D hereof. Any transferee transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder, but such transferee shall not be 71 77 liable for the obligations of the transferor under Section 17-607 of the Act. Any transferee that is an Original Limited Partner shall be permitted to exercise the rights to effect an Exchange or a Cash Tender as provided in Section 8.6 hereof. Unless a transferee is an Original Limited Partner, TRC or a TRC Shareholder, such transferee shall not be entitled to exercise the rights provided under Section 8.6 hereof in the absence of consent by the General Partner. Until admitted as a Substituted Substitute Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 11.5 hereof.

Limited Partners Rights to Transfer. A. A Except as provided in this Section, no Limited Partner shall have the right to transfer Transfer all or any portion of its Partnership Interest to Interest, including, without limitation, all or any Person, subject to portion of the provisions of Section 11.6 hereof and, in the case of Preferred Limited Partner Interests owned by IAC Capital Trust, 11.3.E hereof; provided that, any Transfer of a Partnership Interest shall be made only to a Qualified Transferee. Notwithstanding the foregoing provisions of this Section 11.3, any Original Limited Partner may, at any timeeconomic rights appurtenant thereto, without the consent of the General Partner, which may be withheld; provided that as long as a Transfer complies in the General Partner's reasonable judgment with applicable federal and state securities laws, a Limited Partner shall have the right, without the consent of the General Partner but upon not less than five (i5) Transfer all or any portion Business Days' prior written notice containing the identity and address of its Partnership Interest the proposed transferee and such other information about such proposed transferee as the General Partner shall reasonably request to an Affiliate or enable it to an Irvine Person, subject to the provisions of Section 11.6 hereof, (ii) determine that such proposed transfer all or a portion of its Partnership Interest pursuant to its rights to effect an Exchange or a Cash Tender as provided in Section 8.6 hereof and (iii) Pledge any portion of its Partnership Interest. It is a condition to any Transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the without its consent and to enable it to perform its obligations of the transferor Limited Partner under this Agreement with respect to such transferred transferee, to Transfer its Partnership Interest and no such Transfer (other than pursuant or a portion thereof) to a statutory merger one or consolidation wherein all obligations and liabilities more of the transferor following (each a "Permitted Transferee") who, subject to the terms of this Article below, shall become Substituted Limited Partners: (i) in the case of a Limited Partner are assumed by that is an individual, a successor corporation by operation member of law) shall relieve the transferor Immediate Family of such Limited Partner or a trust for the benefit of such Limited Partner and/or one or more members of its Immediate Family, (ii) to an entity in which more than fifty-one percent (51%) of the beneficial interests therein are owned by such Limited Partner or members of his or her Immediate Family and which is controlled by such Limited Partner or members of his or her Immediate Family, (iii) another Limited Partner or (iv) in the case of a Limited Partner that is an entity, to one or more persons who hold an equity interest in such Limited Partner as of the date of its admission to the Partnership as a Limited Partner or to whom a Transfer would be permitted under items (i), (ii) or (iii) above in this Section, provided that each Permitted Transferee executes and delivers the Investment Documents. Subject to the conditions that any assignment complies in the General Partner's reasonable judgement with the applicable federal and state securities laws and that any proposed assignee qualifies as an "accredited investor" under Rule 501 of the Securities Act, the Initial Limited Partners shall have the right, without the consent of the General Partner but upon not less than five (5) Business Days' prior written notice containing the identity and address of the proposed transferee and such other information about such proposed transferee as the General Partner shall reasonably request to enable it to determine that such proposed transfer is permitted hereunder without its consent and to enable it to perform its obligations under this Agreement without the approval of the General Partnerwith respect to such transferee, in its sole discretion. Notwithstanding the foregoing, any transferee of any transferred Partnership Interest shall be subject to any assign their economic rights (or a portion thereof) appurtenant to their Limited Partner Interests and all ownership limitations contained their Exchange Rights pursuant to Section 8.5 to no more than thirty-five assignees in the Certificate of Incorporation which may limit or restrict aggregate (but not the right to substitute such transferee's ability to exercise its Exchange Rights. Any transferee shall take subject to the obligations of the transferor hereunder, but such transferee shall not be 71 77 liable for the obligations of the transferor under Section 17-607 of the Act. Any transferee that is an Original Limited Partner shall be permitted to exercise the rights to effect an Exchange or a Cash Tender as provided in Section 8.6 hereof. Unless a transferee is an Original Limited Partner, TRC or a TRC Shareholder, such transferee shall not be entitled to exercise the rights provided under Section 8.6 hereof in the absence of consent by the General Partner. Until admitted assignee as a Substituted Limited Partner), no transfereeand such assignee of economic rights shall be an "Assignee" for purposes of this Agreement. By becoming an Assignee, whether such transferee shall be deemed to have become bound by a voluntary transferthe terms of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, by operation of law or otherwise, the General Partner shall have no obligation of any rights hereunderkind to any transferee of all or any portion of a Partnership Interest, other than including, without limitation, any Permitted Transferee or Assignee, with respect to which the rights of an Assignee as provided in Section 11.5 hereofGeneral Partner has not received the notice required under this Agreement.

Limited Partners Rights to Transfer. A. A Except as otherwise provided in this Section 11.3, the Limited Partner Partners shall have the right to transfer not Transfer all or any portion of its their Partnership Interest Units to any Persontransferee without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion; provided, however, that the foregoing shall not be considered a limitation on the ability of the Limited Partners to exercise their Redemption Right pursuant to Section 8.6 hereof. Notwithstanding the foregoing, but subject to the provisions of Section 11.6 hereof and11.3(B) hereof, in the case of Preferred after any applicable Twelve-Month Period with respect to such Limited Partner, any Limited Partner Interests owned by IAC Capital Trust, 11.3.E hereof; provided that, any Transfer of a Partnership Interest shall be made only to a Qualified Transferee. Notwithstanding the foregoing provisions of this Section 11.3, any Original Limited Partner may, may at any time, without the consent of the General Partner, (i) Transfer all or any portion of its Partnership Interest to an Affiliate or to an Irvine Person, subject to the provisions of Section 11.6 hereof, (ii) transfer all or a portion of its Partnership Interest Units to an Affiliate of such Limited Partner, or (ii) Pledge some or all of its Partnership Units to any Institutional Lender. Any Transfer to an Affiliate pursuant to its rights clause (i) and any Transfer to effect an Exchange or a Cash Tender pledgee of Partnership Units Pledged pursuant to clause (ii) may be made without the consent of the General Partner but, except as provided in subsequent provisions of this Section 8.6 hereof 11.3, such transferee or such pledgee shall hold the Units so transferred to it (and (iiishall be admitted to the Partnership as a “Substituted Limited Partner”) Pledge any portion of its Partnership Interestsubject to all the restrictions set forth in this Section 11.3. It is a condition to any Transfer otherwise permitted hereunder under any provision of this Section 11.3 that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Partnership Interest Units arising after the effective date of the Transfer and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Limited Partner are assumed by a successor corporation by operation of law, and other than pursuant to an exercise of the Redemption Rights pursuant to Section 8.6 wherein all obligations and liabilities of the transferor Partner arising from and after the date of such Transfer shall be assumed by the General Partner) shall relieve the transferor Limited Partner of its obligations under this Agreement without prior to the approval effective date of such Transfer. Upon any such Transfer or Pledge permitted under this Section 11.3, the transferee or, upon foreclosure on the Pledged Partnership Units, as the case may be, each Institutional Lender which is the pledgee shall be admitted as a Substituted Limited Partner as such term is defined in the Act and shall succeed to all of the General rights, including rights with respect to the Redemption Rights, of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner. Any transferee, whether or not admitted as a Substituted Limited Partner, in its sole discretion. Notwithstanding the foregoing, any transferee of any transferred Partnership Interest shall be subject to any and all ownership limitations contained in the Certificate of Incorporation which may limit or restrict such transferee's ability to exercise its Exchange Rights. Any transferee shall take subject to the obligations of the transferor hereunder, but such . No transferee shall pursuant to a Transfer which is not be 71 77 liable for the obligations of the transferor expressly permitted under this Section 17-607 of the Act. Any transferee that 11.3 and is an Original Limited Partner shall be permitted not consented to exercise the rights to effect an Exchange or a Cash Tender as provided in Section 8.6 hereof. Unless a transferee is an Original Limited Partner, TRC or a TRC Shareholder, such transferee shall not be entitled to exercise the rights provided under Section 8.6 hereof in the absence of consent by the General Partner. Until admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transferTransfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights right to receive such portion of an Assignee the distributions and allocations of profits and losses made by the Partnership as provided in Section 11.5 hereofare allocable to the Partnership Units, as the case may be, so transferred.

Limited Partners Rights to Transfer. A. A (a) Any Limited Partner may, at any time without the consent of the General Partner, subject to the provisions of Section 8.6, (a) pledge (a "Pledge") all or any portion of its Partnership Interest to a lending institution, which is not an Affiliate of such Limited Partner, as collateral or security for a bona fide loss or other extension of credit, or (b) transfer such pledged Partnership Interest to such lending institution in connection with the exercise of remedies under such loan or extension of credit. In addition, each Limited Partner or Assignee (resulting from a transfer made pursuant to the preceding sentence) shall have the right to transfer all or any portion of its Partnership Interest to any PersonInterest, subject to the provisions of Section 11.6 hereof and, in the case of Preferred Limited Partner Interests owned by IAC Capital Trust, 11.3.E hereof; provided that, 8.6 PROVIDED that any Transfer transfer of a Partnership Interest shall be made only to a Qualified Transferee. Notwithstanding the foregoing provisions of this Section 11.3, any Original Limited Partner may, at any time, without the consent of the General Partner, (i) Transfer all or any portion of its Partnership Interest to an Affiliate or to an Irvine Person, subject to the provisions of Section 11.6 hereof, (ii) transfer all or a portion of its Partnership Interest pursuant to its rights to effect an Exchange or a Cash Tender as provided in Section 8.6 hereof and (iii) Pledge any portion of its Partnership InterestTransferees. It is a condition to any Transfer transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Partnership Interest and no such Transfer transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Limited Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Limited Partner of its obligations under this Agreement without the approval of the General Partner, in its sole reasonable discretion. Notwithstanding the foregoing, any transferee of any transferred Partnership Interest shall be subject to any and all ownership limitations contained in the Certificate of Incorporation REIT Charter, which may limit or restrict such transferee's ability to exercise any of its Exchange Rightsredemption rights or exchange rights set forth in any applicable Other Securities Term Sheet. Any transferee transferee, whether or not admitted as a Substituted Partner, shall take their Partnership Interest subject to the obligations of the transferor hereunder, but such transferee shall not be 71 77 liable for the obligations of the transferor under Section 17-607 of the Act. Any transferee that is an Original Limited Partner shall be permitted to exercise the rights to effect an Exchange or a Cash Tender as provided in Section 8.6 hereof. Unless a transferee is an Original Limited Partner, TRC or a TRC Shareholder, such transferee shall not be entitled to exercise the rights provided under Section 8.6 hereof in the absence of consent by the General Partner. Until admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 11.5 hereof8.5.