Common use of Transfer of Limited Partner's Interest Clause in Contracts

Transfer of Limited Partner's Interest. (a) Notwithstanding any other provision of this Agreement but subject to Section 5.3 hereof, a Limited Partner may not and may not cause, permit or suffer to occur, any Transfer of all or a portion of its Limited Partnership Interest in the Partnership (including any direct or indirect beneficial interest therein), directly or indirectly, including without limitation, as a result of any Transfer of such Limited Partner's securities, stock or other ownership interest (including any direct or indirect beneficial interest therein) or any Transfer by any Person directly or indirectly controlling such Limited Partner of its securities, stock or other ownership interest (including any direct or indirect beneficial interest therein), to any Person (unless to an Affiliate that agrees to be bound by this Agreement and the terms hereof pursuant to documents reasonably acceptable to the General Partners) that agrees to be bound by this Agreement and the terms hereof or the following conditions are met: (i) the General Partners give their unanimous written consent to the Transfer (which consent may be withheld in the sole discretion of each of the General Partners); (ii) the Regulatory Authority gives its written consent, if necessary, to the Transfer; and (iii) an instrument of Transfer, and any other documents and opinions, in form and substance satisfactory to all of the General Partners executed by both the transferor and transferee of the Interest or portion thereof shall be delivered to the General Partners and the transferee, shall, if so requested, assume the obligations, if any, of the transferor to the Partnership allocable to the Interests or portion thereof transferred. (b) No transferee of a Limited Partner's Interest shall become a Substituted Limited Partner unless the transfer shall be made in compliance with clauses (i) through (iii) of Section 7.2(a) hereof and the transferee (1) if any of the General Partners requests, executes a subscription agreement containing representations, warranties and other provisions as such requesting General Partner reasonably deems to be necessary or appropriate under then existing applicable law; (3) each of the General Partners shall give its prior written consent, which consent may be withheld in the sole discretion of any of the General Partners; and (3) the transferring Limited Partner and the transferee shall have executed and acknowledged such other instruments as any of the General Partners may deem reasonably necessary or appropriate. (c) Each Limited Partner agrees that such Limited Partner will pay all reasonable costs and expenses, including, without limitation, attorneys fees and the cost of the preparation, filing and publishing of any amendment to any certificate of the Partnership, incurred by the Partnership in connection with a transfer by or to it. (d) Any Limited Partner which shall transfer all of its Interest shall cease to be a Limited Partner upon the admission of a Substituted Limited Partner in its stead. Anything herein to the contrary notwithstanding, until such time as the transferee of an Interest has been admitted into the Partnership as a Substituted Limited Partner or each of the General Partners has determined that the requirements of Sections 7.2(a) hereof for transfer of an Interest have been satisfied, both the Partnership and the General Partners shall be entitled to treat the transferor of such Interest as the absolute owner thereof in all respects. (e) In the event of the transfer of a Partner's Interest at any time other than the end of the Partnership's Fiscal Year, the distributive shares of the various items of Partnership income, gain, loss, deduction and credit as computed for purposes of Federal income tax shall be allocated between the transferor and the transferee on such basis as the transferor and the transferee shall agree; provided, however, that no allocation shall be effective unless (i) the transferor and transferee shall have given each of the General Partners written notice prior to the effective date of the transfer, stating their agreement that the allocation shall be made on such basis; (ii) each of the General Partners shall have consented, in its sole discretion, to the allocation, and (iii) the transferor and the transferee shall have agreed to reimburse the Partnership for any incremental accounting fees, attorneys' fees and other expenses incurred by the Partnership in making the allocation.

Transfer of Limited Partner's Interest. (a) Notwithstanding any other provision of Except as expressly permitted by this Agreement but subject to Section 5.3 hereof13.2 and as provided in the Partnership Interests Redemption Agreement, a no Limited Partner may not and may not causesell, permit transfer, assign, pledge, mortgage, bequeath or suffer to occurotherwise dispose of or encumber or grant any security interest or lien in or against (each, any Transfer of a "Transfer") all or a any portion of his or its Interest; PROVIDED, HOWEVER, that each of the Class III Limited Partnership Interest Partner, the Class IV Limited Partner and the Class V Limited Partner and their respective assignees may transfer their respective interests to a Subsidiary of General Electric Company that consents in writing in form reasonably satisfactory to the Partnership (including any direct or indirect beneficial interest therein), directly or indirectlyNew General Partner to be bound by the terms of this Agreement, including without limitation, the agreements contained in Article 15, as if it were the assignor. (b) Notwithstanding the provisions of Section 13.2(a): (i) any Original Limited Partner may Transfer any part of his or its Partnership Interest to any other Original Limited Partner to the extent permitted by the USC Loan Documents; (ii) any Original Limited Partner who is a result natural Person may Transfer any part of his Partnership Interest to any of his parents, spouse, children or siblings or to a trustee or trustees of a trust for the benefit of one or more of them or their issue to the extent permitted by the USC Loan Documents; (iii) any Original Limited Partner that is a trust may Transfer any part of its Partnership Interest to the beneficiary or beneficiaries of that trust, to the issue or a sibling of that beneficiary, or to a trust that has the same classes of beneficiaries as the transferor trust to the extent permitted by the USC Loan Documents; (iv) any Partner may at any time make a pledge to GE Capital of his or its Partnership Interest or right to receive distributions (including liquidating distributions) from the Partnership; (v) the Class III Limited Partner and any transferee thereof may Transfer its Class III Partnership Interest without restriction; (vi) at any time after the sale of all or substantially all of the assets of the Partnership the Class IV Limited Partner and any transferee thereof may Transfer its Class IV Partnership Interest without restriction; and (vii) the Class V Limited Partner and any transferee thereof may Transfer its Class V Partnership Interest without restriction. PROVIDED, HOWEVER, that as part of any Transfer of such Limited Partner's securitiesmade pursuant to this Section 13.2(b), stock or other ownership interest (including any direct or indirect beneficial interest therein) or any Transfer by any Person directly or indirectly controlling such no Original Limited Partner of may assign his or its securities, stock or other ownership interest (including any direct or indirect beneficial interest therein), right to any Person (unless distribution pursuant to an Affiliate Section 7.2(h) of this Agreement; and PROVIDED, FURTHER, that agrees to be bound no Transfer permitted by this Agreement and the terms hereof pursuant to documents reasonably acceptable to the General PartnersSection 13.2(b) that agrees to shall be bound by this Agreement and the terms hereof or the following conditions are meteffective for any purpose unless: (i) the General Partners give their unanimous written consent transferee consents in writing in form reasonably satisfactory to the Transfer (which consent may New General Partner to be withheld bound by the terms of this Agreement, including without limitation, the agreements contained in Article 15, as if it were the sole discretion of each of the General Partners)assignor; (ii) the Regulatory Authority gives its written consent, if necessary, New General Partner consents in writing to the Transfer; and, which consent shall be given unless such assignment would, in the discretion of the New General Partner, jeopardize the status of the Partnership as a partnership for federal income tax purposes, or would violate, or cause the Partnership to violate, any applicable law or governmental rule or regulation; (iii) if reasonably requested by the New General Partner or the Class IV Limited Partner, an instrument of Transfer, opinion from counsel to the transferee (which counsel and any other documents and opinions, in form and substance opinion shall be satisfactory to all of the New General Partners executed by both Partner or the transferor and transferee of Class IV Limited Partner, as the Interest or portion thereof shall be delivered to the General Partners and the transferee, shall, if so requested, assume the obligations, if any, of the transferor case may be) is furnished to the Partnership allocable stating that, in the opinion of said counsel, such Transfer would not jeopardize the status of the Partnership as a partnership for federal income tax purposes, cause a termination of the Partnership for purposes of the then applicable provisions of the Code or violate, or cause the Partnership to the Interests violate, any applicable law or portion thereof transferred. (b) No transferee governmental rule or regulation. By executing this Agreement, each Limited Partner shall be deemed to have consented to any assignment of a Limited Partner Interest consented to by the New General Partner's . Notwithstanding the provisions of this Section 13.2, no transferee of any Limited Partner Interest shall become a Substituted Limited Partner unless the transfer shall be made in compliance with clauses (i) through (iii) of Section 7.2(a) hereof and the transferee (1) if any limited partner of the General Partners requests, executes a subscription agreement containing representations, warranties Partnership except as and other provisions as such requesting General Partner reasonably deems to be necessary or appropriate under then existing applicable law; (3) each of the General Partners shall give its prior written consent, which consent may be withheld extent provided in the sole discretion of any of the General Partners; and (3) the transferring Limited Partner and the transferee shall have executed and acknowledged such other instruments as any of the General Partners may deem reasonably necessary or appropriateSection 13.6 hereof. (c) Except for the transactions contemplated by the Partnership Interests Redemption Agreement, if General Electric Company or any of its Subsidiaries proposes to enter into any transaction or series of transactions whereby any Subsidiary of General Electric Company that holds a Class III Limited Partnership Interest, a Class IV Limited Partnership Interest or a Class V Limited Partnership Interest (as the case may be) would cease to be a Subsidiary of General Electric Company, such transaction or series of transactions shall be deemed to be a Transfer of such Class III Limited Partnership Interest, Class IV Limited Partnership Interest or Class V Limited Partnership Interest (as the case may be) and shall be subject to the provisions of this Section 13.2. If Cablevision or any of its Subsidiaries proposes to enter into any transaction or series of transactions whereby V Cable would cease to be a directly or indirectly wholly-owned Subsidiary of Cablevision, such transaction or series of transactions shall be deemed to be a Transfer of V Cable's Class I Limited Partnership Interest and Class VI Limited Partnership Interest. (d) Each Limited Partner agrees that agrees, upon request of the New General Partner, to execute such certificates or other documents and perform such acts as the New General Partner reasonably deems appropriate to preserve the status of the Partnership as a limited partnership after the completion of any Transfer of an Interest under the laws of the jurisdiction in which the Partnership is conducting its operations. For purposes of this Section 13.2, any transfer of an Interest, whether voluntary or by operation of law, shall be considered a Transfer. (e) Each assigning Limited Partner will pay agrees to pay, prior to the time the New General Partner consents to a Transfer of its Interest, all reasonable costs and expenses, including, without limitation, attorneys fees and the cost of the preparation, filing and publishing of any amendment to any certificate of the Partnershipincluding attorneys' fees, incurred by the Partnership in connection with a transfer by or to itsuch Transfer. (d) Any Limited Partner which shall transfer all of its Interest shall cease to be a Limited Partner upon the admission of a Substituted Limited Partner in its stead. Anything herein to the contrary notwithstanding, until such time as the transferee of an Interest has been admitted into the Partnership as a Substituted Limited Partner or each of the General Partners has determined that the requirements of Sections 7.2(a) hereof for transfer of an Interest have been satisfied, both the Partnership and the General Partners shall be entitled to treat the transferor of such Interest as the absolute owner thereof in all respects. (e) In the event of the transfer of a Partner's Interest at any time other than the end of the Partnership's Fiscal Year, the distributive shares of the various items of Partnership income, gain, loss, deduction and credit as computed for purposes of Federal income tax shall be allocated between the transferor and the transferee on such basis as the transferor and the transferee shall agree; provided, however, that no allocation shall be effective unless (i) the transferor and transferee shall have given each of the General Partners written notice prior to the effective date of the transfer, stating their agreement that the allocation shall be made on such basis; (ii) each of the General Partners shall have consented, in its sole discretion, to the allocation, and (iii) the transferor and the transferee shall have agreed to reimburse the Partnership for any incremental accounting fees, attorneys' fees and other expenses incurred by the Partnership in making the allocation.

Transfer of Limited Partner's Interest. (a) Notwithstanding any other provision of this Agreement but subject to Section 5.3 hereof, a Limited Partner may not and may not cause, permit or suffer to occur, any Transfer of all or a portion of its Limited Partnership Interest in the Partnership (including any direct or indirect beneficial interest therein), directly or indirectly, including without limitation, as a result of any Transfer of such Limited Partner's ’s securities, stock or other ownership interest (including any direct or indirect beneficial interest therein) or any Transfer by any Person directly or indirectly controlling such Limited Partner of its securities, stock or other ownership interest (including any direct or indirect beneficial interest therein), to any Person (unless to an Affiliate that agrees to be bound by this Agreement and the terms hereof pursuant to documents reasonably acceptable to the General Partners) that agrees to be bound by this Agreement and the terms hereof or the following conditions are met: (i) the General Partners give their unanimous written consent to the Transfer (which consent may be withheld in the sole discretion of each of the General Partners); (ii) the Regulatory Authority gives its written consent, if necessary, to the Transfer; and (iii) an instrument of Transfer, and any other documents and opinions, in form and substance satisfactory to all of the General Partners executed by both the transferor and transferee of the Interest or portion thereof shall be delivered to the General Partners and the transferee, shall, if so requested, assume the obligations, if any, of the transferor to the Partnership allocable to the Interests or portion thereof transferred. (b) No transferee of a Limited Partner's ’s Interest shall become a Substituted Limited Partner unless the transfer shall be made in compliance with clauses (i) through (iii) of Section 7.2(a) hereof and the transferee (1) if any of the General Partners requests, executes a subscription agreement containing representations, warranties and other provisions as such requesting General Partner reasonably deems to be necessary or appropriate under then existing applicable law; (3) each of the General Partners shall give its prior written consent, which consent may be withheld in the sole discretion of any of the General Partners; and (3) the transferring Limited Partner and the transferee shall have executed and acknowledged such other instruments as any of the General Partners may deem reasonably necessary or appropriate. (c) Each Limited Partner agrees that such Limited Partner will pay all reasonable costs and expenses, including, without limitation, attorneys fees and the cost of the preparation, filing and publishing of any amendment to any certificate of the Partnership, incurred by the Partnership in connection with a transfer by or to it. (d) Any Limited Partner which shall transfer all of its Interest shall cease to be a Limited Partner upon the admission of a Substituted Limited Partner in its stead. Anything herein to the contrary notwithstanding, until such time as the transferee of an Interest has been admitted into the Partnership as a Substituted Limited Partner or each of the General Partners has determined that the requirements of Sections 7.2(a) hereof for transfer of an Interest have been satisfied, both the Partnership and the General Partners shall be entitled to treat the transferor of such Interest as the absolute owner thereof in all respects. (e) In the event of the transfer of a Partner's ’s Interest at any time other than the end of the Partnership's ’s Fiscal Year, the distributive shares of the various items of Partnership income, gain, loss, deduction and credit as computed for purposes of Federal income tax shall be allocated between the transferor and the transferee on such basis as the transferor and the transferee shall agree; provided, however, that no allocation shall be effective unless (i) the transferor and transferee shall have given each of the General Partners written notice prior to the effective date of the transfer, stating their agreement that the allocation shall be made on such basis; (ii) each of the General Partners shall have consented, in its sole discretion, to the allocation, and (iii) the transferor and the transferee shall have agreed to reimburse the Partnership for any incremental accounting fees, attorneys' ’ fees and other expenses incurred by the Partnership in making the allocation.

Transfer of Limited Partner's Interest. (a) Notwithstanding any other provision of this Agreement but subject to Section 5.3 hereof, a A Limited Partner may not and may not cause, permit assign or suffer to occur, any Transfer of all or a portion of otherwise transfer its Limited Partnership Interest in the Partnership (including any direct Fund in whole or indirect beneficial interest therein), directly or indirectly, including without limitation, as a result of any Transfer of such Limited Partner's securities, stock or other ownership interest (including any direct or indirect beneficial interest therein) or any Transfer by any Person directly or indirectly controlling such Limited Partner of its securities, stock or other ownership interest (including any direct or indirect beneficial interest therein), in part to any Person (unless to an Affiliate that agrees to be bound except by this Agreement and operation of law without the terms hereof pursuant to documents reasonably acceptable to prior written consent of the General Partners) that agrees to be bound by this Agreement and the terms hereof or the following conditions are met: (i) the General Partners give their unanimous written consent to the Transfer (Partner, which consent may be withheld granted or denied for any reason or for no reason in the sole discretion of each the General Partner, except that such consent shall not be unreasonably withheld with respect to a transfer of an Interest in whole or in part to an Affiliate, stockholder, limited partner or membership interest holder of the General Partners); (ii) the Regulatory Authority gives its written consent, if necessary, to the Transfer; and (iii) an instrument of Transfertransferor, and any other documents which consent may be subject to such conditions, including the making of representations or the provision of opinions of counsel and opinions, an express separate agreement (notwithstanding the provisions of Section 2.09(d)) to be bound by the provisions of this Agreement in form and substance satisfactory to all of the General Partners executed by both the transferor and transferee of the Interest or portion thereof shall be delivered to Partner, as the General Partners and the transfereePartner, shallin its sole discretion, if so requested, assume the obligations, if any, of the transferor to the Partnership allocable to the Interests or portion thereof transferredmay require. (b) No Notwithstanding the foregoing or any provision of this Agreement to the contrary, no Limited Partner may assign or otherwise transfer all or any part of its Interest in the Fund if such assignment or transfer would jeopardize the status of the Fund as a partnership for federal income tax purposes, cause the Fund to be regulated as an investment company under the Investment Company Act of 1940, cause the Fund to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code, cause a dissolution of the Fund under the Partnership Act or violate, or cause the Fund to violate, any applicable law or regulation, or impose any additional materially burdensome registration requirements on the Fund or any Partner or otherwise subject the Fund or any Partner to any additional materially burdensome regulation, including in each case under any applicable federal, state or foreign securities laws. Further, no Limited Partner may assign or otherwise transfer all or any part of its Interest in the Fund if such assignment or transfer would cause the Fund to be an entity defined in Section 401 of the Code, or result in or create a “prohibited transaction” (as defined in Section 4975(c) of the Code), or cause the Fund or a Partner or an Affiliate of a Partner to be or become a “party in interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(3)(2) of the Code) with respect to any “plan” (as defined in Section 3(3) of ERISA and/or Section 4975(e)(1) of the Code), or result in or cause the Fund, any Partner or any Affiliate of a Partner to be liable for excise tax under Chapter 42 of the Code. (c) An assignee or transferee of an Interest in the Fund may not be admitted to the Fund as a Limited Partner's Interest shall become a Substituted Limited substitute Partner unless without the transfer shall be made in compliance with clauses (i) through (iii) of Section 7.2(a) hereof and the transferee (1) if any written consent of the General Partners requests, executes a subscription agreement containing representations, warranties and other provisions as such requesting General Partner reasonably deems to be necessary or appropriate under then existing applicable law; (3) each of the General Partners shall give its prior written consentPartner, which consent may be withheld granted or denied for any reason or for no reason in the sole discretion of any of the General Partners; and (3) the transferring Limited Partner and the transferee shall have executed and acknowledged such other instruments as any of the General Partners may deem reasonably necessary Partner. Any assignee or appropriate. (c) Each Limited Partner agrees that such Limited Partner will pay all reasonable costs and expenses, including, without limitation, attorneys fees and the cost of the preparation, filing and publishing of any amendment to any certificate of the Partnership, incurred by the Partnership in connection with a transfer by or to it. (d) Any Limited Partner which shall transfer all of its Interest shall cease to be a Limited Partner upon the admission of a Substituted Limited Partner in its stead. Anything herein to the contrary notwithstanding, until such time as the transferee of an Interest has been in the Fund that is admitted into to the Partnership Fund as a Substituted Limited Partner or each with the consent of the General Partners has determined that the requirements Partner shall be bound by all terms and conditions of Sections 7.2(a) hereof for transfer this Agreement. An assignee or transferee of an Interest in the Fund of a Limited Partner that is not admitted to the Fund as a Partner shall have been satisfied, both only the rights of an assignee of a partnership interest under the Partnership and the General Partners Act and, accordingly, shall only be entitled to treat the transferor of such Interest as the absolute owner thereof share in all respects. (e) In the event of the transfer of a Partner's Interest at any time other than the end of the Partnership's Fiscal Year, the distributive shares of the various items of Partnership Fund income, gain, loss, deduction deductions, credits and credit as computed for purposes distributions and shall not have the power to exercise any rights or powers of Federal income tax a Partner of the Fund. (d) If any Interest in the Fund is assigned during any accounting period in compliance with the provisions of this Section 2.09, all distributions on or before the date of such assignment shall be allocated between made to the transferor assignor, and the transferee on such basis as the transferor and the transferee shall agree; provided, however, that no allocation all distributions thereafter shall be effective unless made to the assignee. (e) Any attempted assignment or substitution not made in accordance with this Section 2.09 shall be null and void. (f) A permitted assignee or transferee of Interests represents and warrants that such Person is (i) an “accredited investor” as such term is defined in Rule 501(a) promulgated under the transferor Securities Act of 1933, as amended (the “Securities Act”), (B) the Interests transferred or assigned are being acquired by such Person for its own account for investment purposes only and transferee shall have given each of the General Partners written notice prior to the effective date of the transfer, stating their agreement not with a view towards resale or distribution and (C) such Person understands that the allocation shall be made on such basis; Interests (ii) each of the General Partners shall have consented, in its sole discretion, to the allocation, and (iii) the transferor and the transferee shall have agreed to reimburse the Partnership for any incremental accounting fees, attorneys' fees and other expenses incurred together with Designated Securities held by the Partnership in making Fund) have not been and will not be registered under the allocationSecurities Act, the securities laws of any state or the securities laws of any other jurisdiction and that such securities must be held indefinitely unless subsequently registered under the Securities Act and any applicable state securities laws or an exemption from registration under the Securities Act and such state securities laws covering the sale thereof is available.

Transfer of Limited Partner's Interest. In the event that the General Partner elects to exercise its discretion to effect a Transfer of the Defaulting Partner’s Interest, the following provisions shall apply: (a) Notwithstanding any other provision of this Agreement but subject the General Partner shall first offer to Section 5.3 hereofsell such Interest to all non-defaulting Limited Partners, a Limited Partner may not and may not cause, permit or suffer to occur, any Transfer of all or a portion of its Limited Partnership Interest in the Partnership (including any direct or indirect beneficial interest therein), directly or indirectly, including without limitation, as a result of any Transfer of proportion that each such Limited Partner's securities, stock or other ownership interest (including any direct or indirect beneficial interest therein) or any Transfer by any Person directly or indirectly controlling ’s Commitment bears to the aggregate of the Commitments of all such Limited Partners. The offer shall be made by the General Partner giving each non-defaulting Limited Partner written notice setting out the offer price, the proposed terms of its securities, stock or other ownership interest the sale (including any direct or indirect beneficial interest therein), to any Person (unless to an Affiliate that agrees to which shall be bound determined by this Agreement the General Partner) and the terms hereof pursuant to documents reasonably acceptable to date by which the General Partners) that agrees to offer must be bound by this Agreement and the terms hereof or the following conditions are met: (i) the General Partners give their unanimous written consent to the Transfer (which consent may be withheld in the sole discretion of each of the General Partners); (ii) the Regulatory Authority gives its written consent, if necessary, to the Transfer; and (iii) an instrument of Transfer, and any other documents and opinions, in form and substance satisfactory to accepted. If some but not all of the non-defaulting Limited Partners accept the first offer, the General Partners executed by both Partner shall offer the transferor and transferee remaining part of the Interest not sold to those non-defaulting Limited Partners who have accepted the first offer on a pro rata basis. In the event that the General Partner does not receive offers for the purchase of the whole of the Defaulting Partner’s Interest, the General Partner may offer to sell the unsold portion to a third party, or may purchase the unsold portion thereof shall be delivered itself, on the same terms as those offered to the General Partners and the transferee, shall, if so requested, assume the obligations, if any, of the transferor to the Partnership allocable to the Interests or portion thereof transferred.non-defaulting Limited Partners; (b) No transferee any party that purchases all or any part of a Limited Partner's the Interest shall become a Substituted of the Defaulting Limited Partner unless shall succeed to all the transfer shall be made in compliance with clauses rights and obligations relating to the Interest (ior part thereof) through (iii) of Section 7.2(a) hereof and the transferee (1) if any of the General Partners requests, executes a subscription agreement containing representations, warranties and other provisions as such requesting General Partner reasonably deems to be necessary or appropriate under then existing applicable law; (3) each of the General Partners shall give its prior written consent, which consent may be withheld in the sole discretion of any of the General Partners; and (3) the transferring Limited Partner and the transferee shall have executed and acknowledged such other instruments as any of the General Partners may deem reasonably necessary or appropriate.purchased; (c) Each Limited Partner agrees that such Limited Partner will the sale proceeds shall be applied to pay all reasonable to the Default Amount and any costs and expenses, including, without limitation, attorneys fees and the cost of the preparation, filing and publishing of any amendment to any certificate of the Partnership, incurred by the Partnership in connection with a transfer by or to it. (d) Any Limited Partner which shall transfer all of its Interest shall cease to be a Limited Partner upon the admission of a Substituted Limited Partner in its stead. Anything herein to the contrary notwithstanding, until such time as the transferee of an Interest has been admitted into the Partnership as a Substituted Limited Partner or each of the General Partners has determined that the requirements of Sections 7.2(a) hereof for transfer of an Interest have been satisfied, both the Partnership and the General Partners shall be entitled to treat the transferor of such Interest as the absolute owner thereof in all respects. (e) In the event of the transfer of a Partner's Interest at any time other than the end of the Partnership's Fiscal Year, the distributive shares of the various items of Partnership income, gain, loss, deduction and credit as computed for purposes of Federal income tax shall be allocated between the transferor and the transferee on such basis as the transferor and the transferee shall agree; provided, however, that no allocation shall be effective unless (i) the transferor and transferee shall have given each of the General Partners written notice prior to the effective date of the transfer, stating their agreement that the allocation shall be made on such basis; (ii) each of the General Partners shall have consented, in its sole discretion, to the allocation, and (iii) the transferor and the transferee shall have agreed to reimburse the Partnership for any incremental accounting fees, attorneys' fees and other expenses incurred by the Partnership in making relation to the allocationdefault, including any costs and expenses incurred in dealing with the Defaulting Partner and any costs (including interest) incurred as the result of any borrowings entered into to cover the Default Amount; (d) the balance of the sale proceeds (if any) shall be paid to the Defaulting Partner but the General Partner shall not be required to pay any part of the sale proceeds to the Defaulting Partner until the Defaulting Partner has: (i) delivered to the General Partner any and all documents that the General Partner may require in connection with the sale of the Interest; and (ii) confirmed in writing that it has no claims against the Partnership, the General Partner, or any person purchasing the Defaulting Partner’s Interest.

Transfer of Limited Partner's Interest. (a) Notwithstanding any other provision of this Agreement but subject to Section 5.3 hereof, a Limited Partner may not and may not cause, permit or suffer to occur, any Transfer of all or a portion of its Limited Partnership Interest in the Partnership (including any direct or indirect beneficial interest therein), directly or indirectly, including without limitation, as a result of any Transfer of such Limited Partner's ’s securities, stock or other ownership interest (including any direct or indirect beneficial interest therein) or any Transfer by any Person directly or indirectly controlling such Limited Partner of its securities, stock or other ownership interest (including any direct or indirect beneficial interest therein), to any Person (unless to an Affiliate that agrees to be bound by this Agreement and the terms hereof pursuant to documents reasonably acceptable to the General Partners) that agrees to be bound by this Agreement and the terms hereof or the following conditions are met: (i) the General Partners give their unanimous written consent to the Transfer (which consent may be withheld in the sole discretion of each of the General Partners); (ii) the Regulatory Authority gives its written consent, if necessary, to the Transfer; and (iii) an instrument of Transfer, and any other documents and opinions, in form and substance satisfactory to all of the General Partners executed by both the transferor and transferee of the Interest or portion thereof shall be delivered to the General Partners and the transferee, shall, if so requested, assume the obligations, if any, of the transferor to the Partnership allocable to the Interests or portion thereof transferred. (b) . No transferee of a Limited Partner's ’s Interest shall become a Substituted Limited Partner unless the transfer shall be made in compliance with clauses (i) through (iii) of Section 7.2(a) hereof and the transferee (1) if any of the General Partners requests, executes a subscription agreement containing representations, warranties and other provisions as such requesting General Partner reasonably deems to be necessary or appropriate under then existing applicable law; (3) each of the General Partners shall give its prior written consent, which consent may be withheld in the sole discretion of any of the General Partners; and (3) the transferring Limited Partner and the transferee shall have executed and acknowledged such other instruments as any of the General Partners may deem reasonably necessary or appropriate. (c) . Each Limited Partner agrees that such Limited Partner will pay all reasonable costs and expenses, including, without limitation, attorneys fees and the cost of the preparation, filing and publishing of any amendment to any certificate of the Partnership, incurred by the Partnership in connection with a transfer by or to it. (d) . Any Limited Partner which shall transfer all of its Interest shall cease to be a Limited Partner upon the admission of a Substituted Limited Partner in its stead. Anything herein to the contrary notwithstanding, until such time as the transferee of an Interest has been admitted into the Partnership as a Substituted Limited Partner or each of the General Partners has determined that the requirements of Sections 7.2(a) hereof for transfer of an Interest have been satisfied, both the Partnership and the General Partners shall be entitled to treat the transferor of such Interest as the absolute owner thereof in all respects. (e) . In the event of the transfer of a Partner's ’s Interest at any time other than the end of the Partnership's ’s Fiscal Year, the distributive shares of the various items of Partnership income, gain, loss, deduction and credit as computed for purposes of Federal income tax shall be allocated between the transferor and the transferee on such basis as the transferor and the transferee shall agree; provided, however, that no allocation shall be effective unless (i) the transferor and transferee shall have given each of the General Partners written notice prior to the effective date of the transfer, stating their agreement that the allocation shall be made on such basis; (ii) each of the General Partners shall have consented, in its sole discretion, to the allocation, and (iii) the transferor and the transferee shall have agreed to reimburse the Partnership for any incremental accounting fees, attorneys' ’ fees and other expenses incurred by the Partnership in making the allocation.