Common use of Transfer, Sale, Pledge and Assignment Clause in Contracts

Transfer, Sale, Pledge and Assignment. A Limited Partner may transfer, sell, pledge or assign his Units only as provided in this Agreement. No such transferee, purchaser, pledgee or assignee shall become a substituted Limited Partner (each a “Substituted Limited Partner) unless the General Partner first consents to such transfer, sale, pledge or assignment in writing, which consent may not be unreasonably withheld. Any transfer or assignment of Units which is permitted hereunder shall be effective as of the end of the month in which such transfer or assignment is made; provided, however, that the Partnership need not recognize any transfer, sale, pledge or assignment until it has received at least 30 days’ prior written notice thereof from the Limited Partner, which notice shall set forth the address and social security or taxpayer identification number of the transferee or assignee and the number of Units to be transferred or assigned, and which notice shall be signed by the Limited Partner. No transfer, pledge, sale or assignment of Units shall be effective or recognized by the Partnership if the transferee, pledgee, purchaser or assignee, or the transferor, pledgor, seller or assignor (if fewer than all Units held by the transferor, pledgor, seller or assignor are being transferred, pledged, sold or assigned), would, by reason of such transfer, pledge, sale or assignment, acquire Units which do not meet the minimum initial subscription requirements, as described in the Memorandum; provided, however, that the foregoing restriction shall not apply to transfers, sales, pledges or assignments of Units (i) by the way of gift or inheritance, (ii) to any members of the Limited Partner’s family, (iii) resulting from divorce, annulment, separation or similar proceedings, or (iv) to any person who would be deemed an Affiliate of the Limited Partner (for purposes of this clause (iv), the term “Affiliate” also includes any partnership, corporation, association, or other legal entity for which such Limited Partner acts as an officer, director or partner). No transfer, pledge, sale or assignment shall be permitted unless the General Partner is satisfied that (i) such transfer, pledge, sale or assignment will not be in violation of the Act or applicable federal, state, or foreign securities laws, and (ii) notwithstanding such transfer, pledge, sale or assignment, the Partnership shall continue to be classified as a partnership rather than as an association taxable as a corporation under the Code. No transfer, pledge, sale or assignment of Units shall be effective or recognized by the Partnership if such transfer, pledge, sale or assignment would result in the termination of the Partnership for federal income tax purposes, and any attempted transfer, pledge, sale or assignment in violation hereof shall be ineffective to transfer, pledge, sell or assign any such Units. Any transferee, pledge, purchaser or assignee of Units who has not been admitted to the Partnership as a Substituted Limited Partner shall not have any of the rights of a Limited Partner, except that such person shall receive that share of capital and profits and shall have that right of redemption to which his transferor, seller, pledgor or assignor would otherwise have been entitled and shall remain subject to the other terms of this Agreement binding upon Limited Partners. No Limited Partner shall have any right to approve of any person becoming a Substituted Limited Partner. The Limited Partner shall bear all costs (including any attorneys’ and accountants’ fees) related to such transfer, sale, pledge or assignment of his Units. In the event that the General Partner consents to the admission of a substituted Limited Partner pursuant to this Section 10(a), the General Partner is hereby authorized to take such actions as may be necessary to reflect such substitution of a Limited Partner. Each Substituted Limited Partner shall execute and acknowledge such instruments (including a subscription agreement), in form and substance satisfactory to the General Partner, as the General Partner deems necessary or desirable to effectuate such admission and to confirm the agreement of the Substituted Limited Partner to be bound by all terms and provisions of this Agreement. Further, each Substituted Limited Partner agrees upon the request of the General Partner, to execute such certificates or other documents and perform such acts as the General Partner deems appropriate to preserve the limited liability status of the Partnership after the completion of any assignment, transfer, sale or pledge of a Unit(s). Each Limited Partner requesting a sale, transfer, assignment or pledge of his Unit(s) agrees to pay all reasonable expenses, including attorney’s fees, incurred by the Partnership in connection with such sale, transfer, assignment or pledge. Each Substituted Limited Partner, as a condition of admission, hereby indemnifies the Partnership and each other Partner against any loss, damage, cost or expense (including without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly as a result of his/its admission as a Substituted Limited Partner.

Transfer, Sale, Pledge and Assignment. A Limited Partner may transfer, sell, pledge or assign his Units only as provided in this Agreement. No such transferee, purchaser, pledgee or assignee shall become a substituted Limited Partner (each a “Substituted Limited Partner) unless the General Partner first consents to such transfer, sale, pledge or assignment in writing, which consent may not be unreasonably withheldwithheld in its sole discretion. Any transfer or assignment of Units which is permitted hereunder shall be effective as of the end of the month in which such transfer or assignment is made; provided, however, that the The Partnership need not recognize any transfer, sale, pledge or assignment until it has received at least 30 days’ prior written notice thereof from the Limited Partner, which notice shall set forth the address and social security or taxpayer identification number of the transferee or assignee and the number of Units to be transferred or assigned, and which notice shall be signed by the Limited Partner (and his signature is guaranteed by a commercial bank with a correspondent in New York, New York or by a member of a registered national securities exchange) and executed by the purchaser, assignee, transferee, purchaser or pledgee. Any transfer or assignment of Units permitted by this Agreement shall be effective as of the first day of the month following the requisite notice period (unless such notice period is waived by the General Partner in its sole discretion). Subject to the General Partner. No ’s sole discretion, no transfer, pledge, sale or assignment of Units shall be effective or recognized by the Partnership if the transferee, pledgee, purchaser or assignee, or the transferor, pledgor, seller or assignor (if fewer than all Units held by the transferor, pledgor, seller or assignor are being transferred, pledged, sold sold, transferred or assigned), ) would, by reason of such transfer, pledge, sale or assignment, acquire Units which do not meet the minimum initial subscription requirements, as described in the Memorandum; provided, however, that the foregoing restriction shall not apply to transfers, sales, pledges or assignments of Units (i) by the way of gift or inheritance, (ii) to any members of the Limited Partner’s family, (iii) resulting from divorce, annulment, separation or similar proceedings, or (iv) to any person who would be deemed an Affiliate of the Limited Partner (for purposes as defined in the first sentence of this clause (iv), the term “Affiliate” also includes any partnership, corporation, association, or other legal entity for which such Limited Partner acts as an officer, director or partnerSection 13(c). No transfer, pledge, sale or assignment shall be permitted unless the General Partner is satisfied that (i) such transfer, pledgesale, sale pledge or assignment will shall not be in violation of the Act or applicable federal, state, or foreign securities laws, and (ii) notwithstanding such transfer, pledgesale, sale pledge or assignment, the Partnership shall continue to be classified as a partnership rather than as an association taxable as a corporation under the Code. No transfer, pledgesale, sale pledge or assignment of Units shall be effective or recognized by the Partnership if such transfer, pledgesale, sale pledge or assignment would result in the termination of the Partnership for U.S. federal income tax purposes, and any attempted transfer, pledgesale, sale pledge or assignment in violation hereof shall be ineffective to transfer, pledgesell, sell pledge or assign any such Units. Any transferee, pledge, purchaser or assignee of Units who has not been admitted to the Partnership as a Substituted Limited Partner shall not have any of the rights of a Limited Partner, except that such person shall receive that share of capital and profits and shall have that right of redemption to which his transferor, seller, pledgor or assignor would otherwise have been entitled and shall remain subject to the other terms of this Agreement binding upon Limited Partners. No Limited Partner shall have any right to approve of any person becoming a Substituted Limited Partner. The Limited Partner shall bear all costs (including any attorneys’ and accountants’ fees) related to such transfer, sale, pledge or assignment of his Units. In the event that the General Partner consents to the admission of a substituted Substituted Limited Partner pursuant to this Section 10(a9(a), the General Partner is hereby authorized to take such actions as may be necessary to reflect such substitution of a Limited Partner. Each Substituted Limited Partner shall execute and acknowledge such instruments (including a subscription agreement), in form and substance satisfactory to the General Partner, as the General Partner deems necessary or desirable to effectuate such admission and to confirm the agreement of the Substituted Limited Partner to be bound by all terms and provisions of this Agreement. Further, each Substituted Limited Partner agrees upon the request of the General Partner, to execute such certificates or other documents and perform such acts as the General Partner deems appropriate to preserve the limited liability status of the Partnership after the completion of any assignment, transfer, sale or pledge of a Unit(s). Each Limited Partner requesting a sale, transfer, assignment or pledge of his Unit(s) agrees to pay all reasonable expenses, including attorney’s fees, incurred by the Partnership in connection with such sale, transfer, assignment or pledge. Each Substituted Limited Partner, as a condition of admission, hereby indemnifies the Partnership and each other Partner against any loss, damage, cost or expense (including without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly as a result of his/its admission as a Substituted Limited Partner.

Transfer, Sale, Pledge and Assignment. A Limited Partner may transfer, sell, pledge or assign his Units only as provided in this Agreement. No such transferee, purchaser, pledgee or assignee shall become a substituted Limited Partner (each a “Substituted Limited Partner) unless the General Partner first consents to such transfer, sale, pledge or assignment in writing, which consent may not be unreasonably withheldwithheld in its sole discretion. Any transfer or assignment of Units which is permitted hereunder shall be effective as of the end of the month in which such transfer or assignment is made; provided, however, that the The Partnership need not recognize any transfer, sale, pledge or assignment until it has received at least 30 days’ prior written notice thereof from the Limited Partner, which notice shall set forth the address and social security or taxpayer identification number of the transferee or assignee and the number of Units to be transferred or assigned, and which notice shall be signed by the Limited Partner (and his signature is guaranteed by a commercial bank with a correspondent in New York, New York or by a member of a registered national securities exchange) and executed by the purchaser, assignee, transferee, purchaser or pledgee. Any transfer or assignment of Units permitted by this Agreement will be effective as of the first day of the month following the requisite notice period (unless such notice period is waived by the General Partner in its sole discretion). Subject to the General Partner. No ’s sole discretion, no transfer, pledge, sale or assignment of Units shall will be effective or recognized by the Partnership if the transferee, pledgee, purchaser or assignee, or the transferor, pledgor, seller or assignor (if fewer than all Units held by the transferor, pledgor, seller or assignor are being transferred, pledged, sold sold, transferred or assigned), ) would, by reason of such transfer, pledge, sale or assignment, acquire Units which do not meet the minimum initial subscription requirements, as described in the Memorandum; provided, however, that the foregoing restriction shall not apply to transfers, sales, pledges or assignments of Units (i) by the way of gift or inheritance, (ii) to any members of the Limited Partner’s family, (iii) resulting from divorce, annulment, separation or similar proceedings, or (iv) to any person who would be deemed an Affiliate of the Limited Partner (for purposes of this clause (iv), the term “Affiliate” also includes any partnership, corporation, association, or other legal entity for which such Limited Partner acts as an officer, director or partner). No transfer, pledge, sale or assignment shall be permitted unless the General Partner is satisfied that (i) such transfer, pledge, sale or assignment will not be in violation of the Act or applicable federal, state, or foreign securities laws, and (ii) notwithstanding such transfer, pledge, sale or assignment, the Partnership shall continue to be classified as a partnership rather than as an association taxable as a corporation under the Code. No transfer, pledge, sale or assignment of Units shall be effective or recognized by the Partnership if such transfer, pledge, sale or assignment would result in the termination of the Partnership for federal income tax purposes, and any attempted transfer, pledge, sale or assignment in violation hereof shall be ineffective to transfer, pledge, sell or assign any such Units. Any transferee, pledge, purchaser or assignee of Units who has not been admitted to the Partnership as a Substituted Limited Partner shall not have any of the rights of a Limited Partner, except that such person shall receive that share of capital and profits and shall have that right of redemption to which his transferor, seller, pledgor or assignor would otherwise have been entitled and shall remain subject to the other terms of this Agreement binding upon Limited Partners. No Limited Partner shall have any right to approve of any person becoming a Substituted Limited Partner. The Limited Partner shall bear all costs (including any attorneys’ and accountants’ fees) related to such transfer, sale, pledge or assignment of his Units. In the event that the General Partner consents to the admission of a substituted Limited Partner pursuant to this Section 10(a), the General Partner is hereby authorized to take such actions as may be necessary to reflect such substitution of a Limited Partner. Each Substituted Limited Partner shall execute and acknowledge such instruments (including a subscription agreement), in form and substance satisfactory to the General Partner, as the General Partner deems necessary or desirable to effectuate such admission and to confirm the agreement of the Substituted Limited Partner to be bound by all terms and provisions of this Agreement. Further, each Substituted Limited Partner agrees upon the request of the General Partner, to execute such certificates or other documents and perform such acts as the General Partner deems appropriate to preserve the limited liability status of the Partnership after the completion of any assignment, transfer, sale or pledge of a Unit(s). Each Limited Partner requesting a sale, transfer, assignment or pledge of his Unit(s) agrees to pay all reasonable expenses, including attorney’s fees, incurred by the Partnership in connection with such sale, transfer, assignment or pledge. Each Substituted Limited Partner, as a condition of admission, hereby indemnifies the Partnership and each other Partner against any loss, damage, cost or expense (including without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly as a result of his/its admission as a Substituted Limited Partner.initial

Transfer, Sale, Pledge and Assignment. A Limited Partner Non-Managing Member may not transfer, sell, pledge or assign his Units only as provided in this Agreement. No such transferee, purchaser, pledgee or assignee shall become Interests to a substituted Limited Partner Non-Managing Member (each a “Substituted Limited PartnerNon-Managing Member”) unless the General Partner Managing Member first consents to such transfer, sale, pledge or assignment in writing, which consent may not be unreasonably withheldwithheld in its sole discretion. Any transfer or assignment of Units which is permitted hereunder shall be effective as of the end of the month in which such transfer or assignment is made; provided, however, that the Partnership The Managing Member need not recognize any transfer, sale, pledge or assignment until it the Managing Member has received at least 30 days’ such prior written notice thereof from the Limited PartnerNon-Managing Member as the Managing Member may require in its sole discretion, which notice shall set forth the address and social security or taxpayer identification number of the transferee or assignee and the number value of Units Interests to be transferred or assigned, and which notice shall be signed by the Limited Partner. No transferNon-Managing Member (and his signature is guaranteed by a commercial bank with a correspondent in Chicago, pledge, sale Illinois or assignment by a member of Units shall be effective or recognized a registered national securities exchange) and executed by the Partnership if the purchaser, assignee, transferee, pledgee, purchaser or assignee, or the transferor, pledgor, seller or assignor (if fewer than all Units held by the transferor, pledgor, seller or assignor are being transferred, pledged, sold or assigned), would, by reason of such transfer, pledge, sale or assignment, acquire Units which do not meet the minimum initial subscription requirements, as described in the Memorandum; provided, however, that the foregoing restriction shall not apply to transfers, sales, pledges or assignments of Units (i) by the way of gift or inheritance, (ii) to any members of the Limited Partner’s family, (iii) resulting from divorce, annulment, separation or similar proceedings, or (iv) to any person who would be deemed an Affiliate of the Limited Partner (for purposes of this clause (iv), the term “Affiliate” also includes any partnership, corporation, association, or other legal entity for which such Limited Partner acts as an officer, director or partner)pledgee. No transfer, pledge, sale or assignment shall be permitted unless the General Partner Managing Member is satisfied that (i) such transfer, pledgesale, sale pledge or assignment will not be in violation of the Act or applicable U.S. federal, state, or foreign securities laws, and (ii) notwithstanding such transfer, pledgesale, sale pledge or assignment, the Partnership each Series shall continue to be classified as a partnership rather than as an association taxable as a corporation under the Code. No transfer, pledgesale, sale pledge or assignment of Units shall be effective or recognized by the Partnership Company if such transfer, pledgesale, sale pledge or assignment would result in the termination of the Partnership Series for U.S. federal income tax purposes, and any attempted transfer, pledgesale, sale pledge or assignment in violation hereof shall be ineffective to transfer, pledgesale, sell pledge or assign any such UnitsInterests. Any transferee, pledge, purchaser or assignee of Units Interests who has not been admitted to the Partnership a Series as a Substituted Limited Partner Non-Managing Member shall not have any of the rights of a Limited PartnerNon-Managing Member, except that such person shall receive that share of capital and profits and shall have that the right of redemption Redemption or exchange to which his transferor, seller, pledgor or assignor would otherwise have been entitled and shall remain subject to the other terms of this Agreement binding upon Limited PartnersNon-Managing Members. No Limited Partner Non-Managing Member shall have any right to approve of any person becoming a Substituted Limited PartnerNon-Managing Member. The Limited Partner Non-Managing Member shall bear all costs (including any attorneys’ and accountants’ fees) related to such transfer, sale, pledge or assignment of his UnitsInterests. In the event that the General Partner Managing Member consents to the admission of a substituted Limited Partner Substituted Non-Managing Member to a Series pursuant to this Section 10(a), the General Partner Managing Member is hereby authorized to take such actions as may be necessary to reflect such substitution of a Limited PartnerNon-Managing Member. Each Substituted Limited Partner Non-Managing Member shall execute and acknowledge such instruments (including a subscription agreement)instruments, in a form and substance satisfactory to the General PartnerManaging Member, as the General Partner Managing Member deems necessary or desirable to effectuate such admission and to confirm the agreement of the Substituted Limited Partner Non-Managing Member to be bound by all terms and provisions of this AgreementAgreement and the applicable Series Designation. Further, each Substituted Limited Partner Non-Managing Member agrees upon the request of the General PartnerManaging Member, to execute such certificates or other documents and perform such acts as the General Partner Managing Member deems appropriate to preserve the limited liability status of the Partnership Company and each Series after the completion of any assignment, transfer, sale or pledge of a Unit(s). Each Limited Partner requesting a sale, transfer, assignment or pledge of his Unit(s) agrees to pay all reasonable expenses, including attorney’s fees, incurred by the Partnership in connection with such sale, transfer, assignment or pledgeInterests. Each Substituted Limited PartnerNon-Managing Member, as a condition of admission, hereby indemnifies the Partnership Managing Member, the Company and each other Partner the applicable Series against any loss, damage, cost or expense (including without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly as a result of his/its admission as a Substituted Limited PartnerNon-Managing Member.

Transfer, Sale, Pledge and Assignment. A Limited Partner may transfer, sell, pledge or assign his Units only as provided in this Agreement. No such transferee, purchaser, pledgee or assignee shall become a substituted Limited Partner (each a “Substituted Limited Partner) unless the General Partner first consents to such transfer, sale, pledge or assignment in writing, which consent may not be unreasonably withheldwithheld in its sole discretion. Any transfer or assignment of Units which is permitted hereunder shall be effective as of the end of the month in which such transfer or assignment is made; provided, however, that the The Partnership need not recognize any transfer, sale, pledge or assignment until it has received at least 30 days’ prior written notice thereof from the Limited Partner, which notice shall set forth the address and social security or taxpayer identification number of the transferee or assignee and the number of Units to be transferred or assigned, and which notice shall be signed by the Limited Partner (and his signature is guaranteed by a commercial bank with a correspondent in New York, New York or by a member of a registered national securities exchange) and executed by the purchaser, assignee, transferee, purchaser or pledgee. Any transfer or assignment of Units permitted by this Agreement will be effective as of the first day of the month following the requisite notice period (unless such notice period is waived by the General Partner in its sole discretion). Subject to the General Partner. No ’s sole discretion, no transfer, pledge, sale or assignment of Units shall will be effective or recognized by the Partnership if the transferee, pledgee, purchaser or assignee, or the transferor, pledgor, seller or assignor (if fewer than all Units held by the transferor, pledgor, seller or assignor are being transferred, pledged, sold sold, transferred or assigned), ) would, by reason of such transfer, pledge, sale or assignment, acquire Units which do not meet the minimum initial subscription requirements, as described in the Memorandum; provided, however, that the foregoing restriction shall not apply to transfers, sales, pledges or assignments assignment of Units (i) by the way of gift or inheritance, (ii) to any members of the Limited Partner’s family, (iii) resulting from divorce, annulment, separation or similar proceedings, or (iv) to any person who would be deemed an Affiliate “affiliate” of the Limited Partner as defined in the first sentence of Section 13(c) (for purposes including the addition of this new clause (iv), the term v) as follows: “Affiliate” also includes any partnership, corporation, association, or other legal entity for which such Limited Partner acts as an officer, director or partner). No transfer, pledge, sale or assignment shall be permitted unless the General Partner is satisfied that (i) such transfer, pledge, sale or assignment will not be in violation of the Act or applicable federal, state, or foreign securities laws, and (ii) notwithstanding such transfer, pledge, sale or assignment, the Partnership shall continue to be classified as a partnership rather than as an association taxable as a corporation under the Code. No transfer, pledge, sale or assignment of Units shall be effective or recognized by the Partnership if such transfer, pledge, sale or assignment would result in the termination of the Partnership for federal income tax purposes, and any attempted transfer, pledge, sale or assignment in violation hereof shall be ineffective to transfer, pledge, sell or assign any such Units. Any transferee, pledge, purchaser or assignee of Units who has not been admitted to the Partnership as a Substituted Limited Partner shall not have any of the rights of a Limited Partner, except that such person shall receive that share of capital and profits and shall have that right of redemption to which his transferor, seller, pledgor or assignor would otherwise have been entitled and shall remain subject to the other terms of this Agreement binding upon Limited Partners. No Limited Partner shall have any right to approve of any person becoming a Substituted Limited Partner. The Limited Partner shall bear all costs (including any attorneys’ and accountants’ fees) related to such transfer, sale, pledge or assignment of his Units. In the event that the General Partner consents to the admission of a substituted Limited Partner pursuant to this Section 10(a), the General Partner is hereby authorized to take such actions as may be necessary to reflect such substitution of a Limited Partner. Each Substituted Limited Partner shall execute and acknowledge such instruments (including a subscription agreement), in form and substance satisfactory to the General Partner, as the General Partner deems necessary or desirable to effectuate such admission and to confirm the agreement of the Substituted Limited Partner to be bound by all terms and provisions of this Agreement. Further, each Substituted Limited Partner agrees upon the request of the General Partner, to execute such certificates or other documents and perform such acts as the General Partner deems appropriate to preserve the limited liability status of the Partnership after the completion of any assignment, transfer, sale or pledge of a Unit(s). Each Limited Partner requesting a sale, transfer, assignment or pledge of his Unit(s) agrees to pay all reasonable expenses, including attorney’s fees, incurred by the Partnership in connection with such sale, transfer, assignment or pledge. Each Substituted Limited Partner, as a condition of admission, hereby indemnifies the Partnership and each other Partner against any loss, damage, cost or expense (including without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly as a result of his/its admission as a Substituted Limited Partner.

Transfer, Sale, Pledge and Assignment. A Limited Partner may transfer, sell, pledge or assign his Units only as provided in this Agreement. No such transferee, purchaser, pledgee or assignee shall become a substituted Limited Partner (each a “Substituted Limited Partner) unless the General Partner first consents to such transfer, sale, pledge or assignment in writing, which consent may not be unreasonably withheldwithheld in its sole discretion. Any transfer or assignment of Units which is permitted hereunder shall be effective as of the end of the month in which such transfer or assignment is made; provided, however, that the The Partnership need not recognize any transfer, sale, pledge or assignment until it has received at least 30 days’ prior written notice thereof from the Limited Partner, which notice shall set forth the address and social security or taxpayer identification number of the transferee or assignee and the number of Units to be transferred or assigned, and which notice shall be signed by the Limited Partner (and his signature is guaranteed by a commercial bank with a correspondent in New York, New York or by a member of a registered national securities exchange) and executed by the purchaser, assignee, transferee, purchaser or pledgee. Any transfer or assignment of Units permitted by the Partnership Agreements will be effective as of the first day of the month following the requisite notice period (unless such notice period is waived by the General Partner in its sole discretion). Subject to the General Partner. No ’s sole discretion, no transfer, pledge, sale or assignment of Units shall will be effective or recognized by the Partnership if the transferee, pledgee, purchaser or assignee, or the transferor, pledgor, seller or assignor (if fewer than all Units held by the transferor, pledgor, seller or assignor are being transferred, pledged, sold sold, transferred or assigned), ) would, by reason of such transfer, pledge, sale or assignment, acquire Units which do not meet the minimum initial subscription requirements, as described in the Memorandum; provided, however, that the foregoing restriction shall not apply to transfers, sales, pledges or assignments assignment of Units (i) by the way of gift or inheritance, (ii) to any members of the Limited Partner’s family, (iii) resulting from divorce, annulment, separation or similar proceedings, or (iv) to any person who would be deemed an Affiliate “affiliate” of the Limited Partner as defined in the first sentence of Section 13(c) (for purposes including the addition of this new clause (iv), the term v) as follows: “Affiliate” also includes any partnership, corporation, association, or other legal entity for which such Limited Partner acts as an officer, director or partner). No transfer, pledge, sale or assignment shall be permitted unless the General Partner is satisfied that (i) such transfer, pledge, sale or assignment will not be in violation of the Act or applicable federal, state, or foreign securities laws, and (ii) notwithstanding such transfer, pledge, sale or assignment, the Partnership shall continue to be classified as a partnership rather than as an association taxable as a corporation under the Code. No transfer, pledge, sale or assignment of Units shall be effective or recognized by the Partnership if such transfer, pledge, sale or assignment would result in the termination of the Partnership for federal income tax purposes, and any attempted transfer, pledge, sale or assignment in violation hereof shall be ineffective to transfer, pledge, sell or assign any such Units. Any transferee, pledge, purchaser or assignee of Units who has not been admitted to the Partnership as a Substituted Limited Partner shall not have any of the rights of a Limited Partner, except that such person shall receive that share of capital and profits and shall have that right of redemption to which his transferor, seller, pledgor or assignor would otherwise have been entitled and shall remain subject to the other terms of this Agreement binding upon Limited Partners. No Limited Partner shall have any right to approve of any person becoming a Substituted Limited Partner. The Limited Partner shall bear all costs (including any attorneys’ and accountants’ fees) related to such transfer, sale, pledge or assignment of his Units. In the event that the General Partner consents to the admission of a substituted Limited Partner pursuant to this Section 10(a), the General Partner is hereby authorized to take such actions as may be necessary to reflect such substitution of a Limited Partner. Each Substituted Limited Partner shall execute and acknowledge such instruments (including a subscription agreement), in form and substance satisfactory to the General Partner, as the General Partner deems necessary or desirable to effectuate such admission and to confirm the agreement of the Substituted Limited Partner to be bound by all terms and provisions of this Agreement. Further, each Substituted Limited Partner agrees upon the request of the General Partner, to execute such certificates or other documents and perform such acts as the General Partner deems appropriate to preserve the limited liability status of the Partnership after the completion of any assignment, transfer, sale or pledge of a Unit(s). Each Limited Partner requesting a sale, transfer, assignment or pledge of his Unit(s) agrees to pay all reasonable expenses, including attorney’s fees, incurred by the Partnership in connection with such sale, transfer, assignment or pledge. Each Substituted Limited Partner, as a condition of admission, hereby indemnifies the Partnership and each other Partner against any loss, damage, cost or expense (including without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly as a result of his/its admission as a Substituted Limited Partner.

Transfer, Sale, Pledge and Assignment. A Limited Partner Non-Managing Member may not transfer, sell, pledge or assign his Units only as provided in this Agreement. No such transferee, purchaser, pledgee or assignee shall become Interests to a substituted Limited Partner Non-Managing Member (each a “Substituted Limited PartnerNon-Managing Member”) unless the General Partner Managing Member first consents to such transfer, sale, pledge or assignment in writing, which consent may not be unreasonably withheldwithheld in its sole discretion. Any transfer or assignment of Units which is permitted hereunder shall be effective as of the end of the month in which such transfer or assignment is made; provided, however, that the Partnership The Managing Member need not recognize any transfer, sale, pledge or assignment until it the Managing Member has received at least 30 days’ prior written notice thereof from the Limited PartnerNon-Managing Member, which notice shall set forth the address and social security or taxpayer identification number of the transferee or assignee and the number value of Units Interests to be transferred or assigned, and which notice shall be signed by the Limited PartnerNon-Managing Member (and his signature is guaranteed by a commercial bank with a correspondent in New York, New York or by a member of a registered national securities exchange) and executed by the purchaser, assignee, transferee, purchaser or pledgee. No transfer, pledge, sale Any transfer or assignment of Units shall Interests permitted by this Agreement and a Series Designation will be effective or recognized as of the first day of the month following the requisite notice period (unless such notice period is waived by the Partnership if the transferee, pledgee, purchaser or assignee, or the transferor, pledgor, seller or assignor (if fewer than all Units held by the transferor, pledgor, seller or assignor are being transferred, pledged, sold or assigned), would, by reason of such transfer, pledge, sale or assignment, acquire Units which do not meet the minimum initial subscription requirements, as described Managing Member in the Memorandum; provided, however, that the foregoing restriction shall not apply to transfers, sales, pledges or assignments of Units (i) by the way of gift or inheritance, (ii) to any members of the Limited Partner’s family, (iii) resulting from divorce, annulment, separation or similar proceedings, or (iv) to any person who would be deemed an Affiliate of the Limited Partner (for purposes of this clause (iv), the term “Affiliate” also includes any partnership, corporation, association, or other legal entity for which such Limited Partner acts as an officer, director or partnerits sole discretion). No transfer, pledge, sale or assignment shall be permitted unless the General Partner Managing Member is satisfied that (i) such transfer, pledgesale, sale pledge or assignment will not be in violation of the Act or applicable federal, state, or foreign securities laws, and (ii) notwithstanding such transfer, pledgesale, sale pledge or assignment, the Partnership each Series shall continue to be classified as a partnership company rather than as an association taxable as a corporation under the Code. No transfer, pledgesale, sale pledge or assignment of Units shall be effective or recognized by the Partnership Company if such transfer, pledgesale, sale pledge or assignment would result in the termination of the Partnership Series for federal income tax purposes, and any attempted transfer, pledgesale, sale pledge or assignment in violation hereof shall be ineffective to transfer, pledgesale, sell pledge or assign any such UnitsInterests. Any transferee, pledge, purchaser or assignee of Units Interests who has not been admitted to the Partnership a Series as a Substituted Limited Partner Non-Managing Member shall not have any of the rights of a Limited PartnerNon-Managing Member, except that such person shall receive that share of capital and profits and shall have that the right of redemption to which his transferor, seller, pledgor or assignor would otherwise have been entitled and shall remain subject to the other terms of this Agreement binding upon Limited PartnersNon-Managing Members. No Limited Partner Non-Managing Member shall have any right to approve of any person becoming a Substituted Limited PartnerNon-Managing Member. The Limited Partner Non-Managing Member shall bear all costs (including any attorneys’ and accountants’ fees) related to such transfer, sale, pledge or assignment of his UnitsInterests. In the event that the General Partner Managing Member consents to the admission of a substituted Limited Partner Substituted Non-Managing Member to a Series pursuant to this Section 10(a), the General Partner Managing Member is hereby authorized to take such actions as may be necessary to reflect such substitution of a Limited PartnerNon-Managing Member. Each Substituted Limited Partner Non-Managing Member shall execute and acknowledge such instruments (including a subscription agreement)instruments, in a form and substance satisfactory to the General PartnerManaging Member, as the General Partner Managing Member deems necessary or desirable to effectuate such admission and to confirm the agreement of the Substituted Limited Partner Non-Managing Member to be bound by all terms and provisions of this AgreementAgreement and the applicable Series Designation. Further, each Substituted Limited Partner Non-Managing Member agrees upon the request of the General PartnerManaging Member, to execute such certificates or other documents and perform such acts as the General Partner Managing Member deems appropriate to preserve the limited liability status of the Partnership Company and each Series after the completion of any assignment, transfer, sale or pledge of a Unit(s). Each Limited Partner requesting a sale, transfer, assignment or pledge of his Unit(s) agrees to pay all reasonable expenses, including attorney’s fees, incurred by the Partnership in connection with such sale, transfer, assignment or pledgeInterests. Each Substituted Limited PartnerNon-Managing Member, as a condition of admission, hereby indemnifies the Partnership Managing Member, the Company and each other Partner the applicable Series against any loss, damage, cost or expense (including without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly as a result of his/its admission as a Substituted Limited PartnerNon-Managing Member.