Common use of Restrictions on Transfer of Limited Partnership Interests Clause in Contracts

Restrictions on Transfer of Limited Partnership Interests. (a) Other than Transfers to LTC made pursuant to the Exchange Rights Agreement, to which Transfers the General Partner hereby consents, no Limited Partner shall have the right, directly or indirectly, to Transfer all or any part of such Limited Partner's Partnership Interest or Units to any Person without the prior written consent of the General Partner. Notwithstanding the immediately preceding sentence, if and to the extent that any such Transfer otherwise complies with all of the remaining provisions of this Suction 8.3 (including, without limitation, obtaining all additional consents required hereunder, if any), either of ZK or HA may Transfer all or any part of such Limited Partner's Partnership Interest or Units: (i) as a gift into joint tenancy with his wife (or as a reconveyance of such Units to ZK or HA, as the case may be, as a result of the termination of Joint tenancy), or (ii) into a revocable trust established by ZK or HA and the beneficiary or beneficiaries of which are such Limited Partner and/or his wife, children or other Immediate Family members, provided that ZK or HA (as the case may be) is the sole trustee of, and has (he sole power to revoke, such trust, or the reconveyance from such a trust to the Transferring Limited Partner, or (iii) to a corporation all of the issued and outstanding capital stock of which is owned beneficially and of record by ZK or HA (as the case may be) or any trust described in clause (ii) above; in addition, each of ZK and HA may Transfer his Partnership Interest (or stock of a corporation described in (iii) above), subject to this Section 8,3, (x) in the event of his death, to the personal representative of his estate or his heir or heirs or (y) in the event of his legal incompetency, to his guardian. Notwithstanding the foregoing, no Transfer permitted hereunder shall affect the Partnership's rights hereunder and any such transferee must, as a condition to such Transfer, agree to comply with all provisions of this Agreement and the Exchange Rights Agreement applicable to the Transferred Partnership Interest or Units, including, without limitation, the provisions of this Article 8. (b) Unless and until an assignee of a Limited Partner's Partnership Interest is admitted to the Partnership as a substitute Limited Partner, such assignee shall not be entitled to exercise any of the rights provided to a Limited Partner under the laws of the State of Delaware or any other jurisdiction purporting by statute to grant express rights to a limited partner of a limited partnership, except that such assignee shall be entitled to allocations under Article 4 hereof attributable to any Limited Partnership Interest acquired by reason of an assignment in accordance with this Section 8.3, and all distributions, if any, made with reject thereto under Article 5 hereof arising after the effective date of the assignment. An assignee shall have the right to be admitted to the Partnership as a substitute Limited Partner only upon the satisfaction of the following conditions: (i) Each of the conditions set forth in Section 8.2 hereof has been satisfied; (ii) The General Partner has consented in writing to such substitution (which consent shall not be withheld as to any Transfer described in the first sentence of the second paragraph of subsection 8.3(a) hereof if the condition set forth in the last sentence of such second paragraph and each of the other conditions set forth in this subsection 8.3(b) have been satisfied as to such Transfer); (iii) If deemed necessary by the General Partner, an amended Certificate has been duly executed and filed in the appropriate public office(s); and (iv) The assignor and assignee have executed and acknowledged such other instruments, each in form and substance satisfactory to the General Partner, as the General Partner may deem necessary or desirable to effect such substitution. (c) By executing this Agreement, each Limited Partner shall be deemed to have consented to any Transfer consented to by the General Partner and to the admission of an assignee as a substitute Limited Partner permitted by the General Partner (including, without limitation, the Transfer of Partnership Interests and Units to LTC pursuant to the Exchange Rights Agreement and the admission of LTC as a Limited Partner). The General Partner is hereby authorized on behalf of each of the Partners to amend this Agreement (including the Schedule hereto) to reflect the admission of any transferee of a Partnership Interest as a substituted Limited Partner in accordance with the provisions of this Article 8. Upon request of the General Partner, each Limited Partner shall execute and deliver such certificates or other documents and perform such acts as the General Partner deems appropriate to preserve the status of the Partnership as a limited partnership after the completion of any assignment of a Limited Partnership Interest pursuant to the terms of this Agreement under the laws of the jurisdiction in which the Partnership is doing business. (d) No Limited Partner may withdraw from the Partnership without the prior written consent of the General Partner.

Restrictions on Transfer of Limited Partnership Interests. (a) Other than Transfers to LTC made pursuant to the Exchange Rights Agreement, to which Transfers the General Partner hereby consents, no Limited Partner shall have the right, directly or indirectly, to Transfer all or any part of such Limited Partner's Partnership Interest or Units to any Person without the prior written consent of the General Partner. Notwithstanding the immediately preceding sentence, if and to the extent that any such Transfer otherwise complies with all of the remaining provisions of this Suction 8.3 (including, without limitation, obtaining all additional consents required hereunder, if any), either of ZK or HA may Transfer all or any part of such Limited Partner's Partnership Interest or Units: . (i) as a gift into joint tenancy with his wife (or as a reconveyance of such Units to ZK or HA, as the case may be, HA as a result of the termination of Joint joint tenancy), or (ii) into a revocable trust established by ZK or HA and the beneficiary or beneficiaries of which are such Limited Partner and/or his wife, children or other Immediate Family members, provided that ZK or HA (as the case may be) is the sole trustee of, and has (he the sole power to revoke, such trust, or the reconveyance from such a trust to the Transferring Limited Partner, or (iii) to a corporation all of the issued and outstanding capital stock of which is owned beneficially and of record by ZK or HA (as the case may be) or any trust described in clause (ii) above; in addition, each of ZK and HA may Transfer his Partnership Interest (or stock of a corporation described in (iii) above), subject to this Section 8,38.3, (x) in the event of his death, to the personal representative of his estate or his heir or heirs or (y) in the event of his legal incompetency, to his guardian. Notwithstanding the foregoing, no Transfer permitted hereunder shall affect the Partnership's rights hereunder and any such transferee must, as a condition to such Transfer, agree to comply with all provisions of this Agreement and the Exchange Rights Agreement applicable to the Transferred Partnership Interest or Units, including, without limitation, the provisions of this Article 8. (b) Unless and until an assignee of a Limited Partner's Partnership Interest is admitted to the Partnership as a substitute Limited Partner, such assignee shall not be entitled to exercise any of the rights provided to a Limited Partner under the laws of the State of Delaware or any other jurisdiction purporting by statute to grant express rights to a limited partner of a limited partnership, except that such assignee shall be entitled to allocations under Article 4 hereof attributable to any Limited Partnership Interest acquired by reason of an assignment in accordance with this Section 8.3, and all distributions, if any, made with reject respect thereto under Article 5 hereof arising after the effective date of the assignment. An assignee shall have the right to be admitted to the Partnership as a substitute Limited Partner only upon the satisfaction of the following conditions: (i) Each of the conditions set forth in Section 8.2 hereof has been satisfied; (ii) The General Partner has consented in writing to such substitution (which consent shall not be withheld as to any Transfer described in the first sentence of the second paragraph of subsection 8.3(a) hereof if the condition set forth in the last sentence of such second paragraph and each of the other conditions set forth in this subsection 8.3(b) have been satisfied as to such Transfer); (iii) If deemed necessary by the General Partner, an amended Certificate has been duly executed and filed in the appropriate public office(s); and (iv) The assignor and assignee have executed and acknowledged such other instruments, each in form and substance satisfactory to the General Partner, as the General Partner may deem necessary or desirable to effect such substitution. (c) By executing this Agreement, each Limited Partner shall be deemed to have consented to any Transfer consented to by the General Partner and to the admission of an assignee as a substitute Limited Partner permitted by the General Partner (including, without limitation, the Transfer of Partnership Interests and Units to LTC pursuant to the Exchange Rights Agreement and the admission of LTC as a Limited Partner). The General Partner is hereby authorized on behalf of each of the Partners to amend this Agreement (including the Schedule hereto) to reflect the admission of any transferee of a Partnership Interest as a substituted Limited Partner in accordance with the provisions of this Article 8. Upon request of the General Partner, each Limited Partner shall execute and deliver such certificates or other documents and perform such acts as the General Partner deems appropriate to preserve the status of the Partnership as a limited partnership after the completion of any assignment of a Limited Partnership Interest pursuant to the terms of this Agreement under the laws of the jurisdiction in which the Partnership is doing business. (d) No Limited Partner may withdraw from the Partnership without the prior written consent of the General Partner.

Restrictions on Transfer of Limited Partnership Interests. (a) Other than Transfers to LTC made pursuant to the Exchange Rights Agreement, Agreement to which Transfers the General Partner hereby consents, no Limited Partner shall have the right, directly or indirectly, to Transfer all or any part of such Limited Partner's Partnership Interest or Units to any Person without the prior written consent of the General Partner. Notwithstanding the immediately preceding sentence, if and to the extent that any such Transfer otherwise complies with all of the remaining provisions of this Suction Section 8.3 (including, without limitationimitation, obtaining all additional consents required hereunder, if any), either of ZK or HA may Transfer all or any part of such Limited Partner's Partnership Interest or Units: (i) as a gift into joint tenancy with his wife (or as a reconveyance of such Units to ZK or HA, as the case may be, as a result of the termination of Joint joint tenancy), or (ii) into a revocable trust established by ZK or HA and for the beneficiary benefit of such ZK or beneficiaries of which are such Limited Partner and/or HA, as the case may be, or his wife, children or other Immediate immediate Family members, provided that ZK or HA (as the case may be) is the sole trustee of, and has (he the sole power to revoke, such trust, or the reconveyance from such a trust to ZK or HA (as the Transferring Limited Partnercase may be), or (iii) to a corporation all of the issued and outstanding capital stock of which is owned beneficially and of record by ZK or HA (as the case may be) or any trust described in clause (ii) above; in addition, each of ZK and or HA may Transfer his Partnership Interest (or stock of a corporation described in (iii) above), subject to this Section 8,38.3, (x) in the event of his death, to the personal representative of his estate or his heir or heirs or (y) in the event of his legal incompetency, to his guardian. Notwithstanding the foregoing, no Transfer permitted hereunder shall affect the Partnership's rights hereunder and any such transferee must, as a condition to such Transfer, agree to comply with all provisions of this Agreement and the Exchange Rights Agreement applicable to the Transferred Partnership Interest or Units, including, without limitation, the provisions of this Article 8. (b) Unless and until an assignee of a Limited Partner's Partnership Interest is admitted to the Partnership as a substitute Limited Partner, such assignee shall not be entitled to exercise any of the rights provided to a Limited Partner under the laws of the State of Delaware or any other jurisdiction purporting by statute to grant express rights to a limited partner of a limited partnership, except that such assignee shall be entitled to allocations under Article 4 hereof attributable to any Limited Partnership Interest acquired by reason of an assignment in accordance with this Section 8.3, and all distributions, if any, made with reject respect thereto under Article 5 hereof arising after the effective date of the assignment. An assignee shall have the right to be admitted to the Partnership as a substitute Limited Partner only upon the satisfaction of the following conditions: (i) Each of the conditions set forth in Section 8.2 hereof has been satisfied; (ii) The General Partner has consented in writing to such substitution (which consent shall not be withheld as to any Transfer described in the first sentence of the second paragraph of subsection 8.3(a) hereof if the condition set forth in the last sentence of such second paragraph and each of the other conditions set forth in this subsection 8.3(b) have been satisfied as to such Transfer); (iii) If deemed necessary by the General Partner, an amended Certificate has been duly executed and filed in the appropriate public office(s); and (iv) The assignor and assignee have executed and acknowledged such other instruments, each in form and substance satisfactory to the General Partner, as the General Partner may deem necessary or desirable to effect such substitution. (c) By executing this Agreement, each Limited Partner shall be deemed to have consented to any Transfer consented to by the General Partner and to the admission of an assignee as a substitute Limited Partner permitted by the General Partner (including, without limitation, the Transfer of Partnership Interests and Units to LTC pursuant to the Exchange Rights Agreement and the admission of LTC as a Limited Partner). The General Partner is hereby authorized on behalf of each of the Partners to amend this Agreement (including the Schedule schedule hereto) to reflect the admission of any transferee of a Partnership Interest as a substituted Limited Partner in accordance with the provisions of this Article 8. Upon request of the General Partner, each Limited Partner shall execute and deliver such certificates or other documents and perform such acts as the General Partner deems appropriate to preserve the status of the Partnership as a limited partnership after the completion of any assignment of a Limited Partnership Interest pursuant to the terms of this Agreement under the laws of the jurisdiction in which the Partnership is doing business. (d) No Limited Partner may withdraw from the Partnership without the prior written consent of the General Partner.

Restrictions on Transfer of Limited Partnership Interests. (a) Other than Transfers to LTC made pursuant to the Exchange Rights Agreement, to which Transfers the General Partner hereby consents, no Limited Partner shall have the right, directly or indirectly, to Transfer all or any part of such Limited Partner's Partnership Interest or Units to any Person without the prior written consent of the General Partner. Notwithstanding the immediately preceding sentence, if and to the extent that any such Transfer otherwise complies with all of the remaining provisions of this Suction Section 8.3 (including, without limitation, obtaining all additional consents required hereunder, if any), either any of ZK or HA may Transfer all or any part of such Limited Partner's Partnership Interest or Units: (i) as a gift into joint tenancy with his wife (or as a reconveyance of such Units to ZK or HA, as the case may be, as a result of the termination of Joint joint tenancy), or (ii) into a revocable trust established by ZK or HA and the beneficiary or beneficiaries of which are such Limited Partner and/or his wife, children or other Immediate Family members, provided that ZK or HA (as the case may be) is the sole trustee of, and has (he the sole power to revoke, such trust, or the reconveyance from such a trust to the Transferring Limited Partner, or (iii) to a corporation all of the issued and outstanding capital stock of which is owned beneficially and of record by ZK or HA (as the case may be) or any trust described in clause (ii) above; in addition, each of ZK and HA may Transfer his Partnership Interest (or stock of a corporation described in (iii) above), subject to this Section 8,38.3, (x) in the event of his death, to the personal representative of his estate or his heir or heirs or (y) in the event of his legal incompetency, to his guardian. Notwithstanding the foregoing, no Transfer permitted hereunder shall affect the Partnership's rights hereunder and any such transferee must, as a condition to such Transfer, agree to comply with all provisions of this Agreement and the Exchange Rights Agreement applicable to the Transferred Partnership Interest or Units, including, without limitation, the provisions of this Article 8. (b) Unless and until an assignee of a Limited Partner's Partnership Interest is admitted to the Partnership as a substitute Limited Partner, such assignee shall not be entitled to exercise any of the rights provided to a Limited Partner under the laws of the State of Delaware or any other jurisdiction purporting by statute to grant express rights to a limited partner of a limited partnership, except that such assignee shall be entitled to allocations under Article 4 hereof attributable to any Limited Partnership Interest acquired by reason of an assignment in accordance with this Section 8.3, and all distributions, if any, made with reject respect thereto under Article 5 hereof arising after the effective date of the assignment. An assignee shall have the right to be admitted to the Partnership as a substitute Limited Partner only upon the satisfaction of the following conditions: (i) Each of the conditions set forth in Section 8.2 hereof has been satisfied; (ii) The General Partner has consented in writing to such substitution (which consent shall not be withheld as to any Transfer described in the first sentence of the second paragraph of subsection 8.3(a) hereof if the condition set forth in the last sentence of such second paragraph and each of the other conditions set forth in this subsection 8.3(b) have been satisfied as to such Transfer); (iii) If deemed necessary by the General Partner, an amended Certificate has been duly executed and filed in the appropriate public office(s); and (iv) The assignor and assignee have executed and acknowledged such other instruments, each in form and substance satisfactory to the General Partner, as the General Partner may deem necessary or desirable to effect such substitution. (c) By executing this Agreement, each Limited Partner shall be deemed to have consented to any Transfer consented to by the General Partner and to the admission of an assignee as a substitute Limited Partner permitted by the General Partner (including, without limitation, the Transfer of Partnership Interests and Units to LTC pursuant to the Exchange Rights Agreement and the admission of LTC as a Limited Partner). The General Partner is hereby authorized on behalf of each of the Partners to amend this Agreement (including the Schedule Schedules hereto) to reflect the admission of any transferee of a Partnership Interest as a substituted Limited Partner in accordance with the provisions of this Article 8. Upon request of the General Partner, each Limited Partner shall execute and deliver such certificates or other documents and perform such acts as the General Partner deems appropriate to preserve the status of the Partnership as a limited partnership after the completion of any assignment of a Limited Partnership Interest pursuant to the terms of this Agreement under the laws of the jurisdiction in which the Partnership is doing business. (d) No Limited Partner may withdraw from the Partnership without the prior written consent of the General Partner.

Restrictions on Transfer of Limited Partnership Interests. (a) Other than Transfers to LTC made pursuant to the Exchange Rights Agreement, to which Transfers the General Partner hereby consents, no Limited Partner shall have the right, directly or indirectly, to Transfer all or any part of such Limited Partner's Partnership Interest or Units to any Person without the prior written consent of the General Partner. Notwithstanding the immediately preceding sentence, if and to the extent that any such Transfer otherwise complies with all of the remaining provisions of this Suction Section 8.3 (including, without limitation, obtaining all additional consents required hereunder, if any), either any of ZK or HA the Original Limited Partners may Transfer all or any part of such Original Limited Partner's Partnership Interest or Units: (i) as a gift into joint tenancy with his wife (or as a reconveyance of such Units to ZK or HAsuch Original Limited Partner, as the case may be, as a result of the termination of Joint joint tenancy), or (ii) into a revocable trust established by ZK or HA such Original Limited Partner and the beneficiary or beneficiaries of which are such Original Limited Partner and/or his wife, children or other Immediate Family members, provided that ZK or HA (as the case may be) such Original Limited Partner is the sole trustee of, and has (he the sole power to revoke, such trust, or the reconveyance from such a trust to the Transferring Original Limited Partner, or (iii) to a corporation all of the issued and outstanding capital stock of which is owned beneficially and of record by ZK or HA (as the case may be) such Original Limited Partner or any trust described in clause (ii) above; in addition, each of ZK and HA Original Limited Partner (i) may Transfer his Partnership Interest (or stock of a corporation described in (iii) above), subject to this Section 8,38.3, (x) in the event of his death, to the personal representative of his estate or his heir or heirs or (y) in the event of his legal incompetency, to his guardian, and/or (ii) may pledge or otherwise grant a security interest in his Partnership Interests or Units to a bank or other financial institution ("Secured Creditor") to secure loans made to such Original Limited Partner by the Secured Creditor, subject however to the Secured Creditor agreeing in writing (a) to be responsible for and indemnify the Partnership, the General Partner and the Limited Partners (other than the Limited Partner whose Partnership Interests or Units are subject to the foreclosure or other Transfer) against any expenses or costs incurred in connection with any subsequent foreclosure or other Transfer of such pledged or hypothecated Partnership Interests or Units, (b) to only foreclose upon or otherwise Transfer said Partnership Interests or Units in compliance with all applicable federal and state securities or "blue sky" laws, and (c) to comply with all provisions of this Agreement and the Exchange Rights Agreement applicable to said Partnership Interests and Units. Notwithstanding the foregoing, no Transfer permitted hereunder shall affect the Partnership's rights hereunder and any such transferee must, as a condition to such Transfer, agree to comply with all provisions of this Agreement and the Exchange Rights Agreement applicable to the Transferred Partnership Interest or Units, including, without limitation, the provisions of this Article 8. (b) Unless and until an assignee of a Limited Partner's Partnership Interest is admitted to the Partnership as a substitute Limited Partner, such assignee shall not be entitled to exercise any of the rights provided to a Limited Partner under the laws of the State of Delaware or any other jurisdiction purporting by statute to grant express rights to a limited partner of a limited partnership, except that such assignee shall be entitled to allocations under Article 4 hereof attributable to any Limited Partnership Interest acquired by reason of an assignment in accordance with this Section 8.3, and all distributions, if any, made with reject respect thereto under Article 5 hereof arising after the effective date of the assignment. An assignee shall have the right to be admitted to the Partnership as a substitute Limited Partner only upon the satisfaction of the following conditions: (i) Each of the conditions set forth in Section 8.2 hereof has been satisfied; (ii) The General Partner has consented in writing to such substitution (which consent shall not be withheld as to any Transfer described in the first sentence of the second paragraph of subsection 8.3(a) hereof if the condition set forth in the last sentence of such second paragraph and each of the other conditions set forth in this subsection 8.3(b) have been satisfied as to such Transfer); (iii) If deemed necessary by the General Partner, an amended Certificate has been duly executed and filed in the appropriate public office(s); and (iv) The assignor and assignee have executed and acknowledged such other instruments, each in form and substance satisfactory to the General Partner, as the General Partner may deem necessary or desirable to effect such substitution. (c) By executing this Agreement, each Limited Partner shall be deemed to have consented to any Transfer consented to by the General Partner and to the admission of an assignee as a substitute Limited Partner permitted by the General Partner (including, without limitation, the Transfer of Partnership Interests and Units to LTC pursuant to the Exchange Rights Agreement and the admission of LTC as a Limited Partner). The General Partner is hereby authorized on behalf of each of the Partners to amend this Agreement (including the Schedule Schedules hereto) to reflect the admission of any transferee of a Partnership Interest as a substituted Limited Partner in accordance with the provisions of this Article 8. Upon request of the General Partner, each Limited Partner shall execute and deliver such certificates or other documents and perform such acts as the General Partner deems appropriate to preserve the status of the Partnership as a limited partnership after the completion of any assignment of a Limited Partnership Interest pursuant to the terms of this Agreement under the laws of the jurisdiction in which the Partnership is doing business. (d) No Except as otherwise permitted herein, no Limited Partner may withdraw from the Partnership without the prior written consent of the General Partner.

Restrictions on Transfer of Limited Partnership Interests. (a) Other than Transfers to LTC made pursuant to the Exchange Rights Agreement, to which Transfers the General Partner hereby consents, no Limited Partner shall have the right, directly or indirectly, to Transfer all or any part of such Limited Partner's Partnership Interest or Units to any Person without the prior written consent of the General Partner. Notwithstanding the immediately preceding sentence, if and to the extent that any such Transfer otherwise complies with all of the remaining provisions of this Suction Section 8.3 (including, without limitation, obtaining all additional consents required hereunder, if any), either any of ZK or HA the Original Limited Partners may Transfer all or any part of such Original Limited Partner's Partnership Interest or Units: (i) as a gift into joint tenancy with his wife (or as a reconveyance of such Units to ZK or HAsuch Original Limited Partner, as the case may be, as a result of the termination of Joint joint tenancy), or (ii) into a revocable trust established by ZK or HA such Original Limited Partner and the beneficiary or beneficiaries of which are such Original Limited Partner and/or his wife, children or other Immediate Family members, provided that ZK or HA (as the case may be) such Original Limited Partner is the sole trustee of, and has (he the sole power to revoke, such trust, or the reconveyance from such a trust to the Transferring Original Limited Partner, or (iii) to a corporation all of the issued and outstanding capital stock of which is owned beneficially and of record by ZK or HA (as the case may be) such Original Limited Partner or any trust described in clause (ii) above; in addition, each of ZK and HA Original Limited Partner may Transfer his Partnership Interest (or stock of a corporation described in (iii) above), subject to this Section 8,38.3, (x) in the event of his death, to the personal representative of his estate or his heir or heirs or (y) in the event of his legal incompetency, to his guardian. Notwithstanding the foregoing, no Transfer permitted hereunder shall affect the Partnership's rights hereunder and any such transferee must, as a condition to such Transfer, agree to comply with all provisions of this Agreement and the Exchange Rights Agreement applicable to the Transferred Partnership Interest or Units, including, without limitation, the provisions of this Article 8. (b) Unless and until an assignee of a Limited Partner's Partnership Interest is admitted to the Partnership as a substitute Limited Partner, such assignee shall not be entitled to exercise any of the rights provided to a Limited Partner under the laws of the State of Delaware or any other jurisdiction purporting by statute to grant express rights to a limited partner of a limited partnership, except that such assignee shall be entitled to allocations under Article 4 hereof attributable to any Limited Partnership Interest acquired by reason of an assignment in accordance with this Section 8.3, and all distributions, if any, made with reject respect thereto under Article 5 hereof arising after the effective date of the assignment. An assignee shall have the right to be admitted to the Partnership as a substitute Limited Partner only upon the satisfaction of the following conditions: (i) Each of the conditions set forth in Section 8.2 hereof has been satisfied; (ii) The General Partner has consented in writing to such substitution (which consent shall not be withheld as to any Transfer described in the first sentence of the second paragraph of subsection 8.3(a) hereof if the condition set forth in the last sentence of such second paragraph and each of the other conditions set forth in this subsection 8.3(b) have been satisfied as to such Transfer); (iii) If deemed necessary by the General Partner, an amended Certificate has been duly executed and filed in the appropriate public office(s); and (iv) The assignor and assignee have executed and acknowledged such other instruments, each in form and substance satisfactory to the General Partner, as the General Partner may deem necessary or desirable to effect such substitution. (c) By executing this Agreement, each Limited Partner shall be deemed to have consented to any Transfer consented to by the General Partner and to the admission of an assignee as a substitute Limited Partner permitted by the General Partner (including, without limitation, the Transfer of Partnership Interests and Units to LTC pursuant to the Exchange Rights Agreement and the admission of LTC as a Limited Partner). The General Partner is hereby authorized on behalf of each of the Partners to amend this Agreement (including the Schedule Schedules hereto) to reflect the admission of any transferee of a Partnership Interest as a substituted Limited Partner in accordance with the provisions of this Article 8. Upon request of the General Partner, each Limited Partner shall execute and deliver such certificates or other documents and perform such acts as the General Partner deems appropriate to preserve the status of the Partnership as a limited partnership after the completion of any assignment of a Limited Partnership Interest pursuant to the terms of this Agreement under the laws of the jurisdiction in which the Partnership is doing business. (d) No Limited Partner may withdraw from the Partnership without the prior written consent of the General Partner.

Restrictions on Transfer of Limited Partnership Interests. (a) Other than Transfers to LTC made pursuant to the Exchange Rights Agreement, to which Transfers the General Partner hereby consents, no Limited Partner shall have the right, directly or indirectly, to Transfer all or any part of such Limited Partner's Partnership Interest or Units to any Person without the prior written consent of the General Partner. Notwithstanding the immediately preceding sentence, if and to the extent that any such Transfer otherwise complies with all of the remaining provisions of this Suction Section 8.3 (including, without limitation, obtaining all additional consents required hereunder, if any), either any of ZK or HA the Original Limited Partners may Transfer all or any part of such Original Limited Partner's Partnership Interest or Units: (i) as a gift into joint tenancy with his wife (or as a reconveyance of such Units to ZK or HAsuch Original Limited Partner, as the case may be, as a result of the termination of Joint joint tenancy), or (ii) into a revocable trust established by ZK or HA such Original Limited Partner and the beneficiary or beneficiaries of which are such Original Limited Partner and/or his wife, children or other Immediate Family members, provided that ZK or HA (as the case may be) such Original Limited Partner is the sole trustee of, and has (he the sole power to revoke, such trust, or the reconveyance from such a trust to the Transferring Original Limited Partner, or (iii) to a corporation all of the issued and outstanding capital stock of which is owned beneficially and of record by ZK or HA (as the case may be) such Original Limited Partner or any trust described in clause (ii) above; in addition, each of ZK and HA Original Limited Partner may Transfer his Partnership Interest (or stock of a corporation described in (iii) above), subject to this Section 8,38.3, (x) in the event of his death, to the personal representative of his estate or his heir or heirs or (y) in the event of his legal incompetency, to his guardian. Notwithstanding the foregoing, no Transfer permitted hereunder shall affect the Partnership's rights hereunder and any such transferee must, as a condition to such Transfer, agree to comply with all provisions of this Agreement and the Exchange Rights Agreement applicable to the Transferred Partnership Interest or Units, including, without limitation, the provisions of this Article 8. (b) Unless and until an assignee of a Limited Partner's Partnership Interest is admitted to the Partnership as a substitute Limited Partner, such assignee shall not be entitled to exercise any of the rights provided to a Limited Partner under the laws of the State of Delaware or any other jurisdiction purporting by statute to grant express rights to a limited partner of a limited partnership, except that such assignee shall be entitled to allocations under Article 4 hereof attributable to any Limited Partnership Interest acquired by reason of an assignment in accordance with this Section 8.3, and all distributions, if any, made with reject thereto under Article 5 hereof arising after the effective date of the assignment. An assignee shall have the right to be admitted to the Partnership as a substitute Limited Partner only upon the satisfaction of the following conditions: (i) Each of the conditions set forth in Section 8.2 hereof has been satisfied; (ii) The General Partner has consented in writing to such substitution (which consent shall not be withheld as to any Transfer described in the first sentence of the second paragraph of subsection 8.3(a) hereof if the condition set forth in the last sentence of such second paragraph and each of the other conditions set forth in this subsection 8.3(b) have been satisfied as to such Transfer); (iii) If deemed necessary by the General Partner, an amended Certificate has been duly executed and filed in the appropriate public office(s); and (iv) The assignor and assignee have executed and acknowledged such other instruments, each in form and substance satisfactory to the General Partner, as the General Partner may deem necessary or desirable to effect such substitution. (c) By executing this Agreement, each Limited Partner shall be deemed to have consented to any Transfer consented to by the General Partner and to the admission of an assignee as a substitute Limited Partner permitted by the General Partner (including, without limitation, the Transfer of Partnership Interests and Units to LTC pursuant to the Exchange Rights Agreement and the admission of LTC as a Limited Partner). The General Partner is hereby authorized on behalf of each of the Partners to amend this Agreement (including the Schedule hereto) to reflect the admission of any transferee of a Partnership Interest as a substituted Limited Partner in accordance with the provisions of this Article 8. Upon request of the General Partner, each Limited Partner shall execute and deliver such certificates or other documents and perform such acts as the General Partner deems appropriate to preserve the status of the Partnership as a limited partnership after the completion of any assignment of a Limited Partnership Interest pursuant to the terms of this Agreement under the laws of the jurisdiction in which the Partnership is doing business. (d) No Limited Partner may withdraw from the Partnership without the prior written consent of the General Partner.under

Restrictions on Transfer of Limited Partnership Interests. (a) Other than Transfers to LTC made pursuant to the Exchange Rights Agreement, to which Transfers the General Partner hereby consents, no Limited Partner shall have the right, directly or indirectly, to Transfer all or any part of such Limited Partner's Partnership Interest or Units to any Person without the prior written consent of the General Partner. Notwithstanding the immediately preceding sentence, if and to the extent that any such Transfer otherwise complies with all of the remaining provisions of this Suction Section 8.3 (including, without limitation, obtaining all additional consents required hereunder, if any), either any of ZK ZK, HA or HA JC may Transfer all or any part of such Limited Partner's Partnership Interest or Units: (i) as a gift into joint tenancy with his wife (or as a reconveyance of such Units to ZK ZK, HA or HAJC, as the case may be, as a result of the termination of Joint joint tenancy), or (ii) into a revocable trust established by ZK ZK, HA or HA JC and the beneficiary or beneficiaries of which are such Limited Partner and/or his wife, children or other Immediate Family members, provided that ZK ZK, HA or HA JC (as the case may be) is the sole trustee of, and has (he the sole power to revoke, such trust, or the reconveyance from such a trust to the Transferring Limited Partner, or (iii) to a corporation all of the issued and outstanding capital stock of which is owned beneficially and of record by ZK ZK, HA or HA JC (as the case may be) or any trust described in clause (ii) above; in addition, each of ZK ZK, HA and HA JC may Transfer his Partnership Interest (or stock of a corporation described in (iii) above), subject to this Section 8,38.3, (x) in the event of his death, to the personal representative of his estate or his heir or heirs or (y) in the event of his legal incompetency, to his guardian. Notwithstanding the foregoing, no Transfer permitted hereunder shall affect the Partnership's rights hereunder and any such transferee must, as a condition to such Transfer, agree to comply with all provisions of this Agreement and the Exchange Rights Agreement applicable to the Transferred Partnership Interest or Units, including, without limitation, the provisions of this Article 8. (b) Unless and until an assignee of a Limited Partner's Partnership Interest is admitted to the Partnership as a substitute Limited Partner, such assignee shall not be entitled to exercise any of the rights provided to a Limited Partner under the laws of the State of Delaware or any other jurisdiction purporting by statute to grant express rights to a limited partner of a limited partnership, except that such assignee shall be entitled to allocations under Article 4 hereof attributable to any Limited Partnership Interest acquired by reason of an assignment in accordance with this Section 8.3, and all distributions, if any, made with reject respect thereto under Article 5 hereof arising after the effective date of the assignment. An assignee shall have the right to be admitted to the Partnership as a substitute Limited Partner only upon the satisfaction of the following conditions: (i) Each of the conditions set forth in Section 8.2 hereof has been satisfied; (ii) The General Partner has consented in writing to such substitution (which consent shall not be withheld as to any Transfer described in the first sentence of the second paragraph of subsection 8.3(a) hereof if the condition set forth in the last sentence of such second paragraph and each of the other conditions set forth in this subsection 8.3(b) have been satisfied as to such Transfer); (iii) If deemed necessary by the General Partner, an amended Certificate has been duly executed and filed in the appropriate public office(s); and (iv) The assignor and assignee have executed and acknowledged such other instruments, each in form and substance satisfactory to the General Partner, as the General Partner may deem necessary or desirable to effect such substitution. (c) By executing this Agreement, each Limited Partner shall be deemed to have consented to any Transfer consented to by the General Partner and to the admission of an assignee as a substitute Limited Partner permitted by the General Partner (including, without limitation, the Transfer of Partnership Interests and Units to LTC pursuant to the Exchange Rights Agreement and the admission of LTC as a Limited Partner). The General Partner is hereby authorized on behalf of each of the Partners to amend this Agreement (including the Schedule hereto) to reflect the admission of any transferee of a Partnership Interest as a substituted Limited Partner in accordance with the provisions of this Article 8. Upon request of the General Partner, each Limited Partner shall execute and deliver such certificates or other documents and perform such acts as the General Partner deems appropriate to preserve the status of the Partnership as a limited partnership after the completion of any assignment of a Limited Partnership Interest pursuant to the terms of this Agreement under the laws of the jurisdiction in which the Partnership is doing business. (d) No Limited Partner may withdraw from the Partnership without the prior written consent of the General Partner.

Restrictions on Transfer of Limited Partnership Interests. (a) Other than Transfers to LTC made pursuant Subject to the Exchange Rights Agreement, to which Transfers the General Partner hereby consentsprovisions of Section 9.2(b) and (c), no Limited Partner shall have may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the rightconsent of the General Partner and any lender (to the extent required under any Credit Facility), directly which consent may be granted or indirectlywithheld in its sole and absolute discretion; provided, to that the Special Limited Partner may Transfer all or any part portion of such its Limited Partnership Interest, or any of its economic rights as a Limited Partner's Partnership Interest or Units , to any Person of its Affiliates without the prior written consent of the General Partner. Notwithstanding the immediately preceding sentence, if Any such purported Transfer undertaken without such consent shall be considered to be null and to the extent that any such Transfer otherwise complies with all of the remaining provisions of this Suction 8.3 (including, without limitation, obtaining all additional consents required hereunder, if any), either of ZK or HA void ab initio and shall not be given effect. The General Partner may Transfer all or any part of such Limited Partner's Partnership Interest or Units: (i) as a gift into joint tenancy with his wife (or as a reconveyance of such Units to ZK or HA, as the case may be, as a result of the termination of Joint tenancy), or (ii) into a revocable trust established by ZK or HA and the beneficiary or beneficiaries of which are such Limited Partner and/or his wife, children or other Immediate Family members, provided that ZK or HA (as the case may be) is the sole trustee of, and has (he sole power to revoke, such trust, or the reconveyance from such a trust to the Transferring Limited Partner, or (iii) to a corporation all of the issued and outstanding capital stock of which is owned beneficially and of record by ZK or HA (as the case may be) or any trust described in clause (ii) above; in addition, each of ZK and HA may Transfer his Partnership Interest (or stock of a corporation described in (iii) above), subject to this Section 8,3, (x) in the event of his death, to the personal representative of his estate or his heir or heirs or (y) in the event of his legal incompetency, to his guardian. Notwithstanding the foregoing, no Transfer permitted hereunder shall affect the Partnership's rights hereunder and any such transferee mustrequire, as a condition of any Transfer to such Transferwhich it consents, agree to comply with that the transferor assume all provisions of this Agreement and costs incurred by the Exchange Rights Agreement applicable to the Transferred Partnership Interest or Units, including, without limitation, the provisions of this Article 8in connection therewith. (b) Unless and until an assignee of a Limited Partner's Partnership Interest is admitted to the Partnership as a substitute Limited Partner, such assignee shall not be entitled to exercise any of the rights provided to a Limited Partner under the laws of the State of Delaware or any other jurisdiction purporting by statute to grant express rights to a limited partner of a limited partnership, except that such assignee shall be entitled to allocations under Article 4 hereof attributable to any Limited Partnership Interest acquired by reason of an assignment in accordance with this Section 8.3, and all distributions, if any, made with reject thereto under Article 5 hereof arising after the effective date of the assignment. An assignee shall have the right to be admitted to the Partnership as a substitute Limited Partner only upon the satisfaction of the following conditions: (i) Each of the conditions set forth in Section 8.2 hereof has been satisfied; (ii) The General Partner has consented in writing to such substitution (which consent shall not be withheld as to any Transfer described in the first sentence of the second paragraph of subsection 8.3(a) hereof if the condition set forth in the last sentence of such second paragraph and each of the other conditions set forth in this subsection 8.3(b) have been satisfied as to such Transfer); (iii) If deemed necessary by the General Partner, an amended Certificate has been duly executed and filed in the appropriate public office(s); and (iv) The assignor and assignee have executed and acknowledged such other instruments, each in form and substance satisfactory to the General Partner, as the General Partner may deem necessary or desirable to effect such substitution. (c) By executing this Agreement, each Limited Partner shall be deemed to have consented to any Transfer consented to by the General Partner and to the admission of an assignee as a substitute Limited Partner permitted by the General Partner (including, without limitation, the Transfer of Partnership Interests and Units to LTC pursuant to the Exchange Rights Agreement and the admission of LTC as a Limited Partner). The General Partner is hereby authorized on behalf of each of the Partners to amend this Agreement (including the Schedule hereto) to reflect the admission of any transferee of a Partnership Interest as a substituted Limited Partner in accordance with the provisions of this Article 8. Upon request of the General Partner, each Limited Partner shall execute and deliver such certificates or other documents and perform such acts as the General Partner deems appropriate to preserve the status of the Partnership as a limited partnership after the completion of any assignment of a Limited Partnership Interest pursuant to the terms of this Agreement under the laws of the jurisdiction in which the Partnership is doing business. (d) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.5 below) of all of its Partnership Interest pursuant to this Article 9 or pursuant to a Redemption of all of its Partnership Units pursuant to Section 8.5. Upon the permitted Transfer or Redemption of all of a Limited Partner’s Partnership Interest, such Limited Partner shall cease to be a Limited Partner. (c) Notwithstanding Section 9.2(a) and subject to Sections 9.2(d), (e) and (f) below, (i) a Limited Partner may Transfer, without the prior written consent of the General Partner, all or a portion of its Partnership Interest to (A) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such Person(s), of which trust such Limited Partner or any such Person(s) is a trustee, (B) a corporation controlled by a Person or Persons named in (A) above or (C) if the Limited Partner is an entity, its beneficial owners through a distribution in kind or otherwise and (ii) a holder of Initial Class E Units may Transfer, without the consent of the General Partner, all or any portion of such Initial Class E Units to an Affiliate of such holder. Table of Contents (d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, the registration of the Partnership as an investment company under, or would be in violation of, the Investment Company Act or any rules or regulations promulgated thereunder, the registration of the General Partner or any Affiliate thereof (that is not currently registered as an investment adviser under the Advisers Act, or cause the Partnership to be treated as a “publicly traded partnership” within the meaning of U.S. Code Section 7704(b), or would otherwise violate any applicable federal or state securities or blue sky laws (including investment suitability standards). (e) No Transfer by a Limited Partner of its Partnership Interest, in whole or in part, may be made to any Person without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if (i) in the opinion of legal counsel for the Partnership, the Transfer would result in the Partnership’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code and the General Partner determines such treatment would be in the best interest of the Partnership), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or as a domestically controlled qualified investment entity or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, (iii) in the opinion of legal counsel for the Partnership, the Transfer would cause the Partnership not to qualify for the safe harbor described in Regulations Section 1.7704-1(h), (iv) the Transfer would result in the Partnership at any time during its taxable year having more than 100 partners, within the meaning of Section 1.7704-1(h)(1)(ii) of the Regulations (taking into account Section 1.7704-1(h)(3) of the Regulations), or (v) such Transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code. (f) No Transfer by a Limited Partner of any Partnership Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender may be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (g) Any Transfer in contravention of any of the provisions of this Article 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership. (h) Prior to the consummation of any Transfer under this Article 9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.