Common use of Assignment of Units Clause in Contracts

Assignment of Units. (a) A Partner may transfer all or any portion of the Partner’s Units, subject to the following conditions: (1) No such assignment shall be made if, in the opinion of counsel to the Partnership, such assignment would cause the termination of the Partnership for federal income tax purposes under Section 708 of the Code or might result in a change in the status of the Partnership to a “publicly traded partnership” within the meaning of Section 7704 of the Code, or if in the opinion of counsel to the Partnership such assignment may not be effected without registration under the Securities Act of 1933, as amended, or would result in the violation of any applicable state securities laws; (2) Except in the case of a transfer of Units at death, as a result of adjudication of incompetency or insanity, or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such transfer; (3) The transferor and transferee shall furnish the Partnership with the transferee’s taxpayer identification number and sufficient information to determine the transferee’s initial tax basis in the Units transferred; (4) The Partnership is reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer; and (5) If the transferor is an Additional General Partner, the Managing General Partner has consented to the transfer, which shall be in the sole discretion of the Managing General Partner. (b) A Person who acquires one or more Units but who is not admitted as a Substitute Partner, shall only be entitled to allocations and distributions with respect to such Units in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of an Additional General Partner or a Limited Partner under the Act or this Agreement. (c) Subject to the other provisions of Section 7, a transferee of Units may be admitted to the Partnership as a Substitute Partner only upon satisfaction of the following conditions: (1) The Managing General Partner consents to such admission, which consent can be withheld in its absolute discretion; (2) The Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (3) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the Managing General Partner may reasonably request as may be necessary or appropriate to confirm such transferee as a Partner of the Partnership and such transferee’s agreement to be bound by the terms and conditions hereof; and (4) If the transferee is not an individual of legal majority, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership of the authority of the transferee to become a Partner and to be bound by the terms and conditions of this Agreement. (d) In any calendar quarter in which a transfer of a Unit occurs, the Partnership shall recognize the assignment not later than the last day of the calendar month following receipt of notice of assignment and required documentation. (e) Each Partner hereby covenants and agrees with the Partnership, for the benefit of the Partnership and all Partners, that (i) the Partner is not currently making a market in Units and (ii) the Partner will not transfer any Unit on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any regulations, proposed regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service that may be promulgated or published thereunder). Each Partner further agrees that the Partner will not transfer any Unit to any Person unless such Person agrees to be bound by the provisions of this Section 7.2 and to transfer such Units only to Persons who agree to be similarly bound.

Assignment of Units. (a) A An Investor Partner may transfer all or any portion of his Units and the transferee shall become a Substituted Investor Partner (subject to all duties and obligations of an Investor Partner’s Units, including those contained in Section 4.04 herein, except to the extent excepted in the Act) subject to the following conditions:conditions (any transfer of such Units satisfying such conditions being referred to herein as a "Permitted Transfer"): (1) No such assignment shall be made if, in the opinion of counsel to the Partnership, such assignment would cause the termination of the Partnership for federal income tax purposes under Section 708 of the Code or might result in a change in the status of the Partnership to a “publicly traded partnership” within the meaning of Section 7704 of the Code, or if in the opinion of counsel to the Partnership such assignment may not be effected without registration under the Securities Act of 1933, as amended, or would result in the violation of any applicable state securities laws; (2i) Except in the case of a transfer of Units at death, as a result of adjudication of incompetency or insanity, death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such transfer; (3) The transferor transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article VII. In any case not described in the preceding sentence, the transfer shall furnish be confirmed by presentation to the Partnership with of legal evidence of such transfer, in form and substance satisfactory to counsel to the transferee’s taxpayer identification number and sufficient information to determine Partnership. In all cases, the transferee’s initial tax basis in the Units transferred; (4) The Partnership is shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer; (ii) The transferor and transferee shall furnish the Partnership with the transferee's taxpayer identification number and sufficient information to determine the transferee's initial tax basis in the Units transferred; and (5iii) If the transferor is an Additional General Partner, The written consent of the Managing General Partner has consented to the transfer, which such transfer shall be in the sole discretion of the Managing General Partnerhave been obtained. (b) A Person who acquires one or more Units but who is not admitted as a Substitute Partner, Substituted Investor Partner pursuant to Section 7.03(c) hereof shall only be entitled only to allocations and distributions with respect to such Units in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be he entitled to inspect the books or records of the Partnership, and shall not have any of the rights of an Additional General Partner or a Limited Partner under the Act or this the Agreement. (c) Subject to the other provisions of Section 7this Article VII, a transferee of Units may be admitted to the Partnership as a Substitute Substituted Investor Partner only upon satisfaction of the following conditions:conditions set forth below in this Section 7.03(c): (1i) The Managing General Partner consents to such admission, which consent can be withheld in its absolute discretion; (2ii) The Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (3iii) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the Managing General Partner may reasonably request (including, without limitation, amendments to the Certificate of Limited Partnership) as may be necessary or appropriate to confirm such transferee as a Partner of in the Partnership and such transferee’s 's agreement to be bound by the terms and conditions hereof; (iv) The transferee pays or reimburses the Partnership for all reasonable legal, filing, and publication costs that the Partnership incurs in connection with the admission of the transferee as a Partner with respect to the transferred Units; and (4v) If the transferee is not an individual of legal majority, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership of the authority of the transferee to become a Partner and to be bound by the terms and conditions of this Agreement. (dvi) In any calendar quarter in which a transfer Substituted Investor Partner is admitted to the Partnership, the Managing General Partner shall amend the certificate of limited partnership to effect the substitution of such Substituted Investor Partners, although the Managing General Partner may do so more frequently. In the case of assignments, where the assignee does not become a Unit occursSubstituted Investor Partner, the Partnership shall recognize the assignment not later than the last day of the calendar month following receipt of notice of assignment and required documentation. (ed) Each Investor Partner hereby covenants and agrees with the Partnership, Partnership for the benefit of the Partnership and all Partners, Partners that (i) the Partner he is not currently making a market in Units and (ii) the Partner he will not transfer any Unit on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any regulations, proposed regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder). Each Investor Partner further agrees that the Partner he will not transfer any Unit to any Person unless such Person agrees to be bound by the provisions of this Section 7.2 7.03 and to transfer such Units only to Persons who agree to be similarly bound. (e) Restrictions on assignment of Units or the substitution of Investor Partners shall be allowed only to the extent necessary to preserve the tax status of the Partnership or the classification of Partnership income for tax purposes and any restriction shall be supported by an opinion of the Partnership's counsel as to its legal necessity.

Assignment of Units. Permitted Assignments. A Member may only sell, assign, hypothecate, encumber or otherwise transfer any part (abut not less than the lesser of (i) A Partner may transfer one Unit or (ii) the Member’s entire interest in the Fund) or all of his or her Units if the following requirements are satisfied: 11.1.1 The Manager consents in writing to the transfer; 11.1.2 No Member shall sell, transfer, assign or convey or offer to transfer, assign or convey all or any portion of a Unit to any Person who does not possess the Partner’s Unitsfinancial qualifications required of all persons who become Members, subject to the following conditions: (1) No such assignment shall be made if, as described in the opinion Memorandum; 11.1.3 No Member shall have the right to transfer any Unit to any minor or to any Person who, for any reason, lacks the capacity to contract for himself under applicable law. Such limitations shall not, however, restrict the right of counsel any Member to transfer any one or more Units to a custodian or a trustee for a minor or other person who lacks such contractual capacity; 11.1.4 The Manager, with advice of counsel, must determine that such transfer will not jeopardize the Partnership, such assignment would cause the termination applicability of the Partnership for federal income tax purposes under Section 708 of exemptions from the Code or might result in a change in the status of the Partnership to a “publicly traded partnership” within the meaning of Section 7704 of the Code, or if in the opinion of counsel to the Partnership such assignment may not be effected without registration requirements under the Securities Act of 1933, as amended, and registration or would result qualification under state securities laws relied upon by the Fund and Manager in offering and selling the violation of Units or otherwise violate any applicable federal or state securities laws; (2) Except 11.1.5 The Manager, with advice of counsel, must determine that, despite such transfer, Units will qualify for one of the safe harbors described in the case of a transfer of Units at death, as a result of adjudication of incompetency or insanity, or involuntarily by operation of law, the transferor and transferee shall execute and deliver Treasury Regulations related to the Partnership such documents publicly traded partnership rules and instruments of conveyance as may be necessary or appropriate in will not cause the opinion of counsel to the Partnership to effect such transfer; (3) The transferor and transferee shall furnish the Partnership with the transfereeFund’s taxpayer identification number and sufficient information to determine the transferee’s initial tax basis in the Units transferred; (4) The Partnership is reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer; and (5) If the transferor is an Additional General Partner, the Managing General Partner has consented to the transfer, which shall be in the sole discretion of the Managing General Partner. (b) A Person who acquires one or more Units but who is not admitted as a Substitute Partner, shall only be entitled to allocations and distributions with respect to such Units in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of an Additional General Partner or a Limited Partner under the Act or this Agreement. (c) Subject to the other provisions of Section 7, a transferee of Units may be admitted to the Partnership as a Substitute Partner only upon satisfaction of the following conditions: (1) The Managing General Partner consents to such admission, which consent can be withheld in its absolute discretion; (2) The Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (3) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the Managing General Partner may reasonably request as may be necessary or appropriate to confirm such transferee as a Partner of the Partnership and such transferee’s agreement to be bound by the terms and conditions hereof; and (4) If the transferee is not an individual of legal majority, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership of the authority of the transferee to become a Partner and deemed to be bound by the terms and conditions of this Agreement. (d) In any calendar quarter in which a transfer of a Unit occurs, the Partnership shall recognize the assignment not later than the last day of the calendar month following receipt of notice of assignment and required documentation. (e) Each Partner hereby covenants and agrees with the Partnership, for the benefit of the Partnership and all Partners, that (i) the Partner is not currently making a market in Units and (ii) the Partner will not transfer any Unit “traded on an established securities market market” or “readily tradable on a secondary market (or the substantial equivalent thereof) within )” under the meaning of Code Section 7704(b) (and provisions applicable to publicly traded partnership status. In making this determination, the Manager shall be entitled to limit any regulations, proposed regulations, revenue rulings, or other official pronouncements transfers so that the transfers comply with one of the Internal Revenue Service that may be promulgated or published thereunder). Each Partner further agrees safe harbors in the Treasury Regulations; provided, however that the Partner Manager may, in its sole discretion and upon receipt of an opinion from counsel that the Fund will not be treated as a publicly traded partnership for federal income tax purposes, permit transfers that do not qualify for one of the safe harbors; 11.1.6 Any such transfer shall be by a written instrument of assignment, the terms of which are not in contravention of any Unit to any Person unless such Person agrees to be bound by of the provisions of this Section 7.2 Agreement, and to transfer which has been duly executed by the assignor of such Units only and accepted by the Manager in writing. Upon such acceptance by the Manager, such an assignee shall take subject to Persons who agree all terms of this Agreement and shall become an Economic Interest Owner; 11.1.7 A transfer fee shall be paid by the transferring Member in such amount as may be required by the Manager to be similarly boundcover all reasonable expenses, including attorneys’ fees and lender’s fees, connected with such assignment; 11.1.8 The transfer will not result in Employee Benefit Plans owning 25% or more of the Units; 11.1.9 The transfer will not result in more than 480 Owners; 11.1.10 The transfer will not cause a default with respect to any financing obtained by the Fund; and 11.1.11 The buyer and the seller shall comply with and use the terms described in the FINRA Uniform Practice Code, if applicable.

Assignment of Units. (a) A An Investor Partner may transfer all or any portion of his Units and the transferee shall become a Substituted Investor Partner (subject to all duties and obligations of an Investor Partner’s Units, including those contained in Section 4.04 herein, except to the extent excepted in the Act) subject to the following conditions:conditions (any transfer of such Units satisfying such conditions being referred to herein as a "Permitted Transfer"): (1) No such assignment shall be made if, in the opinion of counsel to the Partnership, such assignment would cause the termination of the Partnership for federal income tax purposes under Section 708 of the Code or might result in a change in the status of the Partnership to a “publicly traded partnership” within the meaning of Section 7704 of the Code, or if in the opinion of counsel to the Partnership such assignment may not be effected without registration under the Securities Act of 1933, as amended, or would result in the violation of any applicable state securities laws; (2i) Except in the case of a transfer of Units at death, as a result of adjudication of incompetency or insanity, death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such transfer; (3) The transferor transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article VII. In any case not described in the preceding sentence, the transfer shall furnish be confirmed by presentation to the Partnership with of legal evidence of such transfer, in form and substance satisfactory to counsel to the transferee’s taxpayer identification number and sufficient information to determine Partnership. In all cases, the transferee’s initial tax basis in the Units transferred; (4) The Partnership is shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer; (ii) The transferor and transferee shall furnish the Partnership with the transferee's taxpayer identification number and sufficient information to determine the transferee's initial tax basis in the Units transferred; and (5iii) If the transferor is an Additional General Partner, The written consent of the Managing General Partner has consented to the transfer, which such transfer shall be in the sole discretion of the Managing General Partnerhave been obtained. (b) A Person who acquires one or more Units but who is not admitted as a Substitute Partner, Substituted Investor Partner pursuant to Section 7.03(c) hereof shall only be entitled only to allocations and distributions with respect to such Units in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of an Additional General Partner or a Limited Partner under the Act or this the Agreement. (c) Subject to the other provisions of Section 7this Article VII, a transferee of Units may be admitted to the Partnership as a Substitute Substituted Investor Partner only upon satisfaction of the following conditions:conditions set forth below in this Section 7.03(c): (1i) The Managing General Partner consents to such admission, which consent can be withheld in its absolute discretion; (2ii) The Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (3iii) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the Managing General Partner may reasonably request (including, without limitation, amendments to the Certificate of Limited Partnership) as may be necessary or appropriate to confirm such transferee as a Partner of in the Partnership and such transferee’s 's agreement to be bound by the terms and conditions hereof; (iv) The transferee pays or reimburses the Partnership for all reasonable legal, filing, and publication costs that the Partnership incurs in connection with the admission of the transferee as a Partner with respect to the transferred Units; and (4v) If the transferee is not an individual of legal majority, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership of the authority of the transferee to become a Partner and to be bound by the terms and conditions of this Agreement. (dvi) In any calendar quarter in which a transfer Substituted Investor Partner is admitted to the Partnership, the Managing General Partner shall amend the certificate of limited partnership to effect the substitution of such Substituted Investor Partners, although the Managing General Partner may do so more frequently. In the case of assignments, where the assignee does not become a Unit occursSubstituted Investor Partner, the Partnership shall recognize the assignment not later than the last day of the calendar month following receipt of notice of assignment and required documentation. (ed) Each Investor Partner hereby covenants and agrees with the Partnership, Partnership for the benefit of the Partnership and all Partners, Partners that (i) the Partner he is not currently making a market in Units and (ii) the Partner he will not transfer any Unit on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any regulations, proposed regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder). Each Investor Partner further agrees that the Partner he will not transfer any Unit to any Person unless such Person agrees to be bound by the provisions of this Section 7.2 7.03 and to transfer such Units only to Persons who agree to be similarly bound. (e) Restrictions on assignment of Units or the substitution of Investor Partners shall be allowed only to the extent necessary to preserve the tax status of the Partnership or the classification of Partnership income for tax purposes and any restriction shall be supported by an opinion of the Partnership's counsel as to its legal necessity.

Assignment of Units. (a) A An Investor Partner may transfer all or any portion of his Units and the transferee shall become a Substituted Investor Partner (subject to all duties and obligations of an Investor Partner’s Units, including those contained in Section 4.04 herein, except to the extent excepted in the Act) subject to the following conditions:conditions (any transfer of such Units satisfying such conditions being referred to herein as a "Permitted Transfer"): (1) No such assignment shall be made if, in the opinion of counsel to the Partnership, such assignment would cause the termination of the Partnership for federal income tax purposes under Section 708 of the Code or might result in a change in the status of the Partnership to a “publicly traded partnership” within the meaning of Section 7704 of the Code, or if in the opinion of counsel to the Partnership such assignment may not be effected without registration under the Securities Act of 1933, as amended, or would result in the violation of any applicable state securities laws; (2) Except in the case of a transfer of Units at death, as a result of adjudication of incompetency or insanity, death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such transfer; (3) The transferor transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article VII. In any case not described in the preceding sentence, the transfer shall furnish be confirmed by presentation to the Partnership with of legal evidence of such transfer, in form and substance satisfactory to counsel to the transferee’s taxpayer identification number and sufficient information to determine Partnership. In all cases, the transferee’s initial tax basis in the Units transferred; (4) The Partnership is shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer; (2) The transferor and transferee shall furnish the Partnership with the transferee's taxpayer identification number and sufficient information to determine the transferee's initial tax basis in the Units transferred; (3) The Transferee shall have satisfied the suitability standards that have been established for an investment in the Partnership, including being an accredited investor as defined by Regulation D under the Securities Act of 1933; and (54) If the transferor is an Additional General Partner, The written consent of the Managing General Partner has consented to the transfer, which such transfer shall be in the sole discretion of the Managing General Partnerhave been obtained. (b) A Person who acquires one or more Units but who is not admitted as a Substitute Partner, Substituted Investor Partner pursuant to Section 7.03(c) hereof shall only be entitled only to allocations and distributions with respect to such Units in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of an Additional General Partner or a Limited Partner under the Act or this the Agreement. (c) Subject to the other provisions of Section 7this Article VII, a transferee of Units may be admitted to the Partnership as a Substitute Substituted Investor Partner only upon satisfaction of the following conditions:conditions set forth below in this Section 7.03(c): (1) The Managing General Partner consents to such admission, which consent can be withheld in its absolute discretion; (2) The Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (3) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the Managing General Partner may reasonably request (including, without limitation, amendments to the Certificate of Limited Partnership) as may be necessary or appropriate to confirm such transferee as a Partner of in the Partnership and such transferee’s 's agreement to be bound by the terms and conditions hereof; (4) The transferee pays or reimburses the Partnership for all reasonable legal, filing, and publication costs that the Partnership incurs in connection with the admission of the transferee as a Partner with respect to the transferred Units; and (45) If the transferee is not an individual of legal majority, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership of the authority of the transferee to become a Partner and to be bound by the terms and conditions of this Agreement. (d6) In any calendar quarter in which a transfer Substituted Investor Partner is admitted to the Partnership, the Managing General Partner shall amend the certificate of limited partnership to effect the substitution of such Substituted Investor Partners, although the Managing General Partner may do so more frequently. In the case of assignments, where the assignee does not become a Unit occursSubstituted Investor Partner, the Partnership shall recognize the assignment not later than the last day of the calendar month following receipt of notice of assignment and required documentation. (ed) Each Investor Partner hereby covenants and agrees with the Partnership, Partnership for the benefit of the Partnership and all Partners, Partners that (i) the Partner he is not currently making a market in Units and (ii) the Partner he will not transfer any Unit on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any regulations, proposed regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder). Each Investor Partner further agrees that the Partner he will not transfer any Unit to any Person unless such Person agrees to be bound by the provisions of this Section 7.2 7.03 and to transfer such Units only to Persons who agree to be similarly bound. (e) Restrictions on assignment of Units or the substitution of Investor Partners shall be allowed only to the extent necessary to preserve the tax status of the Partnership or the classification of Partnership income for tax purposes or to satisfy the suitability standards required by state or federal law and any restriction shall be supported by an opinion of the Partnership's counsel as to its legal necessity.

Assignment of Units. (a) A An Investor Partner may transfer all or any portion of his Units and the transferee shall become a Substituted Investor Partner (subject to all duties and obligations of an Investor Partner’s Units, including those contained in Section 4.04 herein, except to the extent excepted in the Act) subject to the following conditions:conditions (any transfer of such Units satisfying such conditions being referred to herein as a "Permitted Transfer"): (1) No such assignment shall be made if, in the opinion of counsel to the Partnership, such assignment would cause the termination of the Partnership for federal income tax purposes under Section 708 of the Code or might result in a change in the status of the Partnership to a “publicly traded partnership” within the meaning of Section 7704 of the Code, or if in the opinion of counsel to the Partnership such assignment may not be effected without registration under the Securities Act of 1933, as amended, or would result in the violation of any applicable state securities laws; (2) Except in the case of a transfer of Units at death, as a result of adjudication of incompetency or insanity, death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such transfer; (3) The transferor transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article VII. In any case not described in the preceding sentence, the transfer shall furnish be confirmed by presentation to the Partnership with of legal evidence of such transfer, in form and substance satisfactory to counsel to the transferee’s taxpayer identification number and sufficient information to determine Partnership. In all cases, the transferee’s initial tax basis in the Units transferred; (4) The Partnership is shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer; (2) The transferor and transferee shall furnish the Partnership with the transferee's taxpayer identification number and sufficient information to determine the transferee's initial tax basis in the Units transferred; (3) The Transferee shall have satisfied the suitability standards that have been established for an investment in the Partnership; and (54) If the transferor is an Additional General Partner, The written consent of the Managing General Partner has consented to the transfer, which such transfer shall be in the sole discretion of the Managing General Partnerhave been obtained. (b) A Person who acquires one or more Units but who is not admitted as a Substitute Partner, Substituted Investor Partner pursuant to Section 7.03(c) hereof shall only be entitled only to allocations and distributions with respect to such Units in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of an Additional General Partner or a Limited Partner under the Act or this the Agreement. (c) Subject to the other provisions of Section 7this Article VII, a transferee of Units may be admitted to the Partnership as a Substitute Substituted Investor Partner only upon satisfaction of the following conditions:conditions set forth below in this Section 7.03(c): (1) The Managing General Partner consents to such admission, which consent can be withheld in its absolute discretion; (2) The Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (3) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the Managing General Partner may reasonably request (including, without limitation, amendments to the Certificate of Limited Partnership) as may be necessary or appropriate to confirm such transferee as a Partner of in the Partnership and such transferee’s 's agreement to be bound by the terms and conditions hereof; (4) The transferee pays or reimburses the Partnership for all reasonable legal, filing, and publication costs that the Partnership incurs in connection with the admission of the transferee as a Partner with respect to the transferred Units; and (45) If the transferee is not an individual of legal majority, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership of the authority of the transferee to become a Partner and to be bound by the terms and conditions of this Agreement. (d6) In any calendar quarter in which a transfer Substituted Investor Partner is admitted to the Partnership, the Managing General Partner shall amend the certificate of limited partnership to effect the substitution of such Substituted Investor Partners, although the Managing General Partner may do so more frequently. In the case of assignments, where the assignee does not become a Unit occursSubstituted Investor Partner, the Partnership shall recognize the assignment not later than the last day of the calendar month following receipt of notice of assignment and required documentation. (ed) Each Investor Partner hereby covenants and agrees with the Partnership, Partnership for the benefit of the Partnership and all Partners, Partners that (i) the Partner he is not currently making a market in Units and (ii) the Partner he will not transfer any Unit on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any regulations, proposed regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder). Each Investor Partner further agrees that the Partner he will not transfer any Unit to any Person unless such Person agrees to be bound by the provisions of this Section 7.2 7.03 and to transfer such Units only to Persons who agree to be similarly bound. (e) Restrictions on assignment of Units or the substitution of Investor Partners shall be allowed only to the extent necessary to preserve the tax status of the Partnership or the classification of Partnership income for tax purposes and any restriction shall be supported by an opinion of the Partnership's counsel as to its legal necessity.

Assignment of Units. (a) A An Investor Partner may transfer all or any portion of his Units and the transferee shall become a Substituted Investor Partner subject to all duties and obligations of an Investor Partner’s Units, including those contained in Section 4.04, except to the extent excepted in the Act, subject to the following conditions:conditions (any transfer of such Units satisfying such conditions being referred to herein as a “Permitted Transfer”): (1) No such assignment shall be made if, in the opinion of counsel to the Partnership, such assignment would cause the termination of the Partnership for federal income tax purposes under Section 708 of the Code or might result in a change in the status of the Partnership to a “publicly traded partnership” within the meaning of Section 7704 of the Code, or if in the opinion of counsel to the Partnership such assignment may not be effected without registration under the Securities Act of 1933, as amended, or would result in the violation of any applicable state securities laws; (2) Except in the case of a transfer of Units at death, as a result of adjudication of incompetency or insanity, death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article VII. In any case not described in the preceding sentence, the transfer shall be confirmed by presentation to the Partnership of legal evidence of such transfer, in form and substance satisfactory to counsel to the Partnership. In all cases, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer; (32) The transferor and transferee shall furnish the Partnership with the transferee’s taxpayer identification number and sufficient information to determine the transferee’s initial tax basis in the Units transferred; (4) The Partnership is reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer; and (53) If the transferor is an Additional General Partner, The written consent of the Managing General Partner has consented to such transfer shall have been obtained, the transfer, granting or denial of which shall be in within the sole absolute discretion of the Managing General Partner. (b) A Person who acquires one or more Units but who is not admitted as a Substitute Partner, Substituted Investor Partner pursuant to Section 7.03(c) shall only be entitled only to allocations and distributions with respect to such Units in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of an Additional General Partner or a Limited Partner under the Act or this the Agreement. (c) Subject to the other provisions of Section 7this Article VII, a transferee of Units may be admitted to the Partnership as a Substitute Substituted Investor Partner only upon satisfaction of the following conditions:conditions set forth below in this Section 7.03(c): (1) The Managing General Partner consents to such admission, which consent can be withheld in its absolute discretion; (2) The Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (3) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the Managing General Partner may reasonably request (including, without limitation, amendments to the Certificate of Limited Partnership) as may be necessary or appropriate to confirm such transferee as a Partner of in the Partnership and such transferee’s agreement to be bound by the terms and conditions hereof; and; (4) The transferee pays or reimburses the Partnership for all reasonable legal, filing, and publication costs that the Partnership incurs in connection with the admission of the transferee as a Partner with respect to the transferred Units; (5) If the transferee is not an individual of legal majority, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership of the authority of the transferee to become a Partner and to be bound by the terms and conditions of this Agreement.; and (d6) In any calendar quarter in which a transfer Substituted Investor Partner is admitted to the Partnership, the Managing General Partner shall amend the certificate of limited partnership to effect the substitution of such Substituted Investor Partner, although the Managing General Partner may do so more frequently. In the case of assignments, where the assignee does not become a Unit occursSubstituted Investor Partner, the Partnership shall recognize the assignment not later than the last day of the calendar month following receipt of notice of assignment and required documentation. (ed) Each Investor Partner hereby covenants and agrees with the Partnership, Partnership for the benefit of the Partnership and all Partners, Partners that (i) the Partner he is not currently making a market in Units and (ii) the Partner he will not transfer any Unit on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any regulations, proposed regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder). Each Investor Partner further agrees that the Partner he will not transfer any Unit to any Person unless such Person agrees to be bound by the provisions of this Section 7.2 7.03 and to transfer such Units only to Persons who agree to be similarly bound.

Assignment of Units. (a) A Partner may transfer all or any portion of the Partner’s 's Units, subject to the following conditions: (1) No such assignment shall be made if, if in the opinion of counsel to the Partnership, such assignment would cause the termination of the Partnership for federal income tax purposes under Section 708 of the Code or might result in a change in the status of the Partnership to a “"publicly traded partnership” " within the meaning of Section 7704 of the Code, or if in the opinion of counsel to the Partnership such assignment may not be effected without registration under the Securities Act of 1933, as amended, or would result in the violation of any applicable state securities laws; (2) Except in the case of a transfer of Units at death, as a result of adjudication of incompetency or insanity, or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such transfer; (3) The transferor and transferee shall furnish the Partnership with the transferee’s 's taxpayer identification number and sufficient information to determine the transferee’s 's initial tax basis in the Units transferred; (4) The Partnership is reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer; and (5) If the transferor is an Additional General Partner, the Managing General Partner has consented to the transfer, which shall be in the sole discretion of the Managing General Partner. (b) A Person who acquires one or more Units but who is not admitted as a Substitute Partner, shall only be entitled to allocations and distributions with respect to such Units in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of an Additional General Partner or a Limited Partner under the Act or this Agreement. (c) Subject to the other provisions of Section 7, a transferee of Units may be admitted to the Partnership as a Substitute Partner only upon satisfaction of the following conditions: (1) The Managing General Partner consents to such admission, which consent can be withheld in its absolute discretion; (2) The Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (3) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the Managing General Partner may reasonably request as may be necessary or appropriate to confirm such transferee as a Partner of the Partnership and such transferee’s 's agreement to be bound by the terms and conditions hereof; and (4) If the transferee is not an individual of legal majority, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership of the authority of the transferee to become a Partner and to be bound by the terms and conditions of this Agreement. (d) In in any calendar quarter in which a transfer of a Unit occurs, the Partnership shall recognize the assignment not later than the last day of the calendar month following receipt of notice of assignment and required documentation. (e) Each Partner hereby covenants and agrees with the Partnership, Partnership ,for the benefit of the Partnership and all Partners, that (i) the Partner is not currently making a market in Units and (ii) the Partner will not transfer any Unit on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any regulations, proposed regulations, revenue rulings, or other official pronouncements of the Internal internal Revenue Service that may be promulgated or published thereunder). Each Partner further agrees that the Partner will not transfer any Unit to any Person unless such Person agrees to be bound hound by the provisions of this Section 7.2 and to transfer such Units only to Persons who agree to be similarly bound.

Assignment of Units. (a) A The interest of an Investor Partner may transfer all in the Partnership shall be assignable, in whole or any portion of the Partner’s Unitsin part, subject to the following conditionsfollowing: (1i) No such assignment shall be made if, in the opinion of counsel to the Partnership, such assignment would cause the termination of the Partnership for U.S. federal income tax purposes under Section 708 of the Code or might result in a change in the status of will cause the Partnership to became a “publicly traded partnership” within the meaning of Section 7704 of the Code, or if in the opinion of counsel to the Partnership such assignment may not be effected without registration under the Securities Act of 1933, as amended, or would result in the violation of any applicable state securities laws; (2ii) Except in the case of a transfer of Units at death, as a result of adjudication of incompetency or insanity, death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such transfer and to confirm the agreement of the transferee to be bound by the provisions of this Agreement. In any case not described in the preceding sentence, the transfer shall be confirmed by presentation to the Partnership of legal evidence of such transfer;, in form and substance satisfactory to counsel to the Partnership. In all cases, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer; and (3iii) The transferor and transferee shall furnish the Partnership with the transferee’s taxpayer identification number and sufficient information to determine the transferee’s initial tax basis in the Units transferred; . An assignment by an Investor Partner in violation of clause (4i) or clause (ii) of this Section 7.3 shall be null and void and of no effect whatever and shall not bind the Partnership or any other Partner. The transferee of an Investor Partner’s interest in the Partnership is reimbursed by the transferor and/or transferee for shall pay all costs and expenses that it reasonably incurs incurred by the Partnership in connection with such transfer; and (5) If assignment. In the transferor is an Additional General Partner, the Managing General Partner has consented to the transfer, which shall be in the sole discretion of the Managing General Partner, such costs and expenses may be collected out of revenues otherwise allocable to such transferee under this Agreement. (b) A Person who acquires one or more Units but who is not admitted as a Substitute Partner, Substituted Investor Partner pursuant to Section 7.3(c) shall only be entitled only to allocations and distributions with respect to such Units in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of an Additional General Partner or a Limited Partner under the Act Texas Limited Partnership Law or this Agreement. (c) Subject to the other provisions of this Section 7, a transferee of Units may be admitted to the Partnership as a Substitute Substituted Investor Partner only upon satisfaction of the following conditions:conditions set forth below in this Section 7.3(c): (1i) The Managing General Partner consents to such admission, which consent can will only be withheld in if necessary to preserve the tax status of the Partnership or the classification of Partnership income for tax purposes. In the event the Managing General Partner withholds its absolute discretionconsent, it will provide an opinion of counsel as to the legal necessity requiring it to withhold such consent; (2ii) The Units with respect to which transferor gives the transferee is being admitted were acquired by means of a Permitted Transfersuch right; (3iii) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the Managing General Partner may reasonably request (including, without limitation, amendments to the Certificate) as may be necessary or appropriate to confirm such transferee as a Partner of in the Partnership and such transferee’s agreement to be bound by the terms and conditions hereof; and; (4iv) The transferee pays or reimburses the Partnership for all reasonable legal, filing, and publication costs that the Partnership incurs in connection with the admission of the transferee as a Partner with respect to the transferred Units; (v) If the transferee is not an individual of legal majority, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership of the authority of the transferee to become a Partner and to be bound by the terms and conditions of this Agreement.; (dvi) In any calendar quarter in which a transfer Substituted Investor Partner is admitted to the Partnership, the Managing General Partner shall amend the Certificate to effect the substitution of such Substituted Investor Partner, although the Managing General Partner may do so more frequently. In the case of assignments where the assignee does not become a Unit occursSubstituted Investor Partner, the Partnership shall recognize the assignment not later than the last day of the calendar month following receipt of notice of assignment and required documentation.; and (evii) Each Investor Partner hereby covenants and agrees with the Partnership, Partnership for the benefit of the Partnership and all Partners, Partners that (i) the Partner it is not currently making a market in Units and (ii) the Partner it will not transfer any Unit on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any regulations, proposed regulationsRegulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder). Each Investor Partner further agrees that the Partner it will not transfer any Unit to any Person unless such Person agrees to be bound by the provisions of this Section 7.2 7.3 and to transfer such Units only to Persons who agree to be similarly bound. (d) Subject to the restrictions contained in this Section 7 and transfers by operation of law, no Unit shall be transferred by an Investor Partner unless there is either: (i) an effective registration of the Unit under the Securities Act of 1933, as amended, and qualification under applicable state securities laws; or (ii) an opinion of counsel acceptable to the Managing General Partner that the registration and qualification of the Unit is not required, unless this requirement is waived by the Managing General Partner.

Assignment of Units. (a) A An Investor Partner may transfer all or any portion of his Units and the transferee shall become a Substituted Investor Partner (subject to all duties and obligations of an Investor Partner’s Units, including those contained in Section 4.04 herein, except to the extent excepted in the Act) subject to the following conditions:conditions (any transfer of such Units satisfying such conditions being referred to herein as a "Permitted Transfer"): (1) No such assignment shall be made if, in the opinion of counsel to the Partnership, such assignment would cause the termination of the Partnership for federal income tax purposes under Section 708 of the Code or might result in a change in the status of the Partnership to a “publicly traded partnership” within the meaning of Section 7704 of the Code, or if in the opinion of counsel to the Partnership such assignment may not be effected without registration under the Securities Act of 1933, as amended, or would result in the violation of any applicable state securities laws; (2i) Except in the case of a transfer of Units at death, as a result of adjudication of incompetency or insanity, death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such transfer; (3) The transferor transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article VII. In any case not described in the preceding sentence, the transfer shall furnish be confirmed by presentation to the Partnership with of legal evidence of such transfer, in form and substance satisfactory to counsel to the transferee’s taxpayer identification number and sufficient information to determine Partnership. In all cases, the transferee’s initial tax basis in the Units transferred; (4) The Partnership is shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer; (ii) The transferor and transferee shall furnish the Partnership with the transferee's taxpayer identification number and sufficient information to determine the transferee's initial tax basis in the Units transferred; and (5iii) If the transferor is an Additional General Partner, The written consent of the Managing General Partner has consented to such transfer shall have been obtained, the transfer, granting of denial of which shall be in within the sole absolute discretion of the Managing General Partner. (b) A Person who acquires one or more Units but who is not admitted as a Substitute Partner, Substituted Investor Partner pursuant to Section 7.03(c) hereof shall only be entitled only to allocations and distributions with respect to such Units in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be he entitled to inspect the books or records of the Partnership, and shall not have any of the rights of an Additional General Partner or a Limited Partner under the Act or this the Agreement. (c) Subject to the other provisions of Section 7this Article VII, a transferee of Units may be admitted to the Partnership as a Substitute Substituted Investor Partner only upon satisfaction of the following conditions:conditions set forth below in this Section 7.03(e): (1i) The Managing General Partner consents to such admission, which consent can be withheld in its absolute discretion; (2ii) The Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (3iii) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the Managing General Partner may reasonably request (including, without limitation, amendments to the Certificate of Limited Partnership) as may be necessary or appropriate to confirm such transferee as a Partner of in the Partnership and such transferee’s 's agreement to be bound by the terms and conditions hereof; (iv) The transferee pays or reimburses the Partnership for all reasonable legal, filing, and publication costs that the Partnership incurs in connection with the admission of the transferee as a Partner with respect to the transferred Units; and (4v) If the transferee is not an individual of legal majority, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership of the authority of the transferee to become a Partner and to be bound by the terms and conditions of this Agreement. (dvi) In any calendar quarter in which a transfer Substituted Investor Partner is admitted to the Partnership, the Managing General Partner shall amend the certificate of limited partnership to effect the substitution of such Substituted Investor Partners, although the Managing General Partner may do so more frequently. In the case of assignments, where the assignee does not become a Unit occursSubstituted Investor Partner, the Partnership shall recognize the assignment not later than the last day of the calendar month following receipt of notice of assignment and required documentation. (ed) Each Investor Partner hereby covenants and agrees with the Partnership, Partnership for the benefit of the Partnership and all Partners, Partners that (i) the Partner he is not currently making a market in Units and (ii) the Partner he will not transfer any Unit on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any regulations, proposed regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder). Each Investor Partner further agrees that the Partner he will not transfer any Unit to any Person unless such Person agrees to be bound by the provisions of this Section 7.2 7.03 and to transfer such Units only to Persons who agree to be similarly bound. (e) Restrictions on assignment of Units or the substitution of Investor Partners shall be allowed only to the extent necessary to preserve the tax status of the Partnership or the classification of Partnership income for tax purposes and any restriction shall be supported by an opinion of the Partnership's counsel as to its legal necessity.

Assignment of Units. (a) A An Investor Partner may transfer all or any portion of his Units and the Partner’s Unitstransferee shall become a Substituted Investor Partner (subject to all duties and obligations of an Investor ▇▇▇▇▇▇, including those contained in Section 4.04 herein, except to the extent excepted in the Act) subject to the following conditions:conditions (any transfer of such Units satisfying such conditions being referred to herein as a "Permitted Transfer"): (1) No such assignment shall be made if, in the opinion of counsel to the Partnership, such assignment would cause the termination of the Partnership for federal income tax purposes under Section 708 of the Code or might result in a change in the status of the Partnership to a “publicly traded partnership” within the meaning of Section 7704 of the Code, or if in the opinion of counsel to the Partnership such assignment may not be effected without registration under the Securities Act of 1933, as amended, or would result in the violation of any applicable state securities laws; (2) Except in the case of a transfer of Units at death, as a result of adjudication of incompetency or insanity, death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article VII. In any case not described in the preceding sentence, the transfer; (3) The transferor and transferee -shall furnish be confirmed by presentation to the Partnership with of legal evidence of such transfer, in form and substance satisfactory to counsel to the transferee’s taxpayer identification number and sufficient information to determine Partnership. In all cases, the transferee’s initial tax basis in the Units transferred; (4) The Partnership is shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer; (2) The transferor and transferee shall furnish the Partnership with the transferee's taxpayer identification number and sufficient information to determine the transferee's initial tax basis in the Units transferred; (3) The Transferee shall have satisfied the suitability standards that have been established for an investment in the Partnership; and (54) If the transferor is an Additional General Partner, The written consent of the Managing General Partner has consented to the transfer, which such transfer shall be in the sole discretion of the Managing General Partnerhave been obtained. (b) A Person who acquires one or more Units but who is not admitted as a Substitute Partner, Substituted Investor Partner pursuant to Section 7.03(c) hereof shall only be entitled only to allocations and distributions with respect to such Units in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of an Additional General Partner or a Limited Partner under the Act or this the Agreement. (c) Subject to the other provisions of Section 7this Article VII, a transferee of Units may be admitted to the Partnership as a Substitute Substituted Investor Partner only upon satisfaction of the following conditions:conditions set forth below in this Section 7.03(c): (1) The Managing General Partner consents to such admission, which consent can be withheld in its absolute discretion; (2) The Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (3) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the Managing General Partner may reasonably request (including, without limitation, amendments to the Certificate of Limited Partnership) as may be necessary or appropriate to confirm such transferee as a Partner of in the Partnership and such transferee’s 's agreement to be bound by the terms and conditions hereof; (4) The transferee pays or reimburses the Partnership for all reasonable legal, filing, and publication costs that the Partnership incurs in connection with the admission of the transferee as a Partner with respect to the transferred Units; and (45) If the transferee is not an individual of legal majority, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership of the authority of the transferee to become a Partner and to be bound by the terms and conditions of this Agreement. (d6) In any calendar quarter in which a transfer Substituted Investor Partner is admitted to the Partnership, the Managing General Partner shall amend the certificate of limited partnership to effect the substitution of such Substituted Investor Partners, although the Managing General Partner may do so more frequently. In the case of assignments, where the assignee does not become a Unit occursSubstituted Investor Partner, the Partnership shall recognize the assignment not later than the last day of the calendar month following receipt of notice of assignment and required documentation. (ed) Each Investor Partner hereby covenants and agrees with the Partnership, Partnership for the benefit of the Partnership and all Partners, Partners that (i) the Partner he is not currently making a market in Units and (ii) the Partner he will not transfer any Unit on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any regulations, proposed regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder). Each Investor Partner further agrees that the Partner he will not transfer any Unit to any Person unless such Person agrees to be bound by the provisions of this Section 7.2 7.03 and to transfer such Units only to Persons who agree to be similarly bound. (e) Restrictions on assignment of Units or the substitution of Investor Partners shall be allowed only to the extent necessary to preserve the tax status of the Partnership or the classification of Partnership income for tax purposes and any restriction shall be supported by an opinion of the Partnership's counsel as to its legal necessity.

Assignment of Units. (a) A Partner An Joint Venturer may transfer all or any portion of the Partner’s Joint Venturer's Units, subject to the following conditions: (1) No such assignment shall be made if, in the opinion of counsel to the Partnership, such assignment would cause the termination of the Partnership for federal income tax purposes under Section 708 of the Code or might result in a change in the status of the Partnership to a “publicly traded partnership” within the meaning of Section 7704 of the Code, or if in the opinion of counsel to the Partnership such assignment may not be effected without registration under the Securities Act of 1933, as amended, or would result in the violation of any applicable state securities laws; (2) Except in the case of a transfer of Units at death, as a result of adjudication of incompetency or insanity, or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership Joint Venture such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership Joint Venture to effect such transfer; (32) The transferor and transferee shall furnish the Partnership Joint Venture with the transferee’s 's taxpayer identification number and sufficient information to determine the transferee’s 's initial tax basis in the Units transferred;; and (43) The Partnership Joint Venture is reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer; and. (54) If the transferor is an Additional General Partner, the Managing General Partner Joint Venture Manager has consented to the transfer, which shall be in the sole discretion of the Managing General PartnerJoint Venture Manager. (b) A Person who acquires one or more Units but who is not admitted as a Substitute PartnerJoint Venturer, shall only be entitled to allocations and distributions with respect to such Units in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the PartnershipJoint Venture, shall not be entitled to inspect the books or records of the PartnershipJoint Venture, and shall not have any of the rights of an Additional General Partner or a Limited Partner under the Act or this Agreement. (c) Subject to the other provisions of Section 7, a transferee of Units may be admitted to the Partnership Joint Venture as a Substitute Partner Joint Venturer only upon satisfaction of the following conditions: (1) The Managing General Partner Joint Venture Manager consents to such admission, which consent can be withheld in its absolute discretion; (2) The Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (3) The transferee becomes a party to this Agreement as a Partner Joint Venturer and executes such documents and instruments as the Managing General Partner Joint Venture Manager may reasonably request as may be necessary or appropriate to confirm such transferee as a Partner Joint Venturer of the Partnership Joint Venture and such transferee’s 's agreement to be bound by the terms and conditions hereof; and (4) If the transferee is not an individual of legal majority, the transferee provides the Partnership Joint Venture with evidence satisfactory to counsel for the Partnership Joint Venture of the authority of the transferee to become a Partner Joint Venturer and to be bound by the terms and conditions of this Agreement. (d) In any calendar quarter in which a transfer of a Unit occurs, the Partnership Joint Venture shall recognize the assignment not later than the last day of the calendar month following receipt of notice of assignment and required documentation. (e) Each Partner Joint Venturer hereby covenants and agrees with the PartnershipJoint Venture, for the benefit of the Partnership Joint Venture and all PartnersJoint Venturers, that (i) the Partner Joint Venturer is not currently making a market in Units and (ii) the Partner Joint Venturer will not transfer any Unit on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any regulations, proposed regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service that may be promulgated or published thereunder). Each Partner Joint Venturer further agrees that the Partner Joint Venturer will not transfer any Unit to any Person unless such Person agrees to be bound by the provisions of this Section 7.2 and to transfer such Units only to Persons who agree to be similarly bound.

Assignment of Units. (a) A Partner may transfer all or any portion of the Partner’s 's Units, subject to the following conditions: (1) No such assignment shall be made if, in the opinion of counsel to the Partnership, such assignment would cause the termination of the Partnership for federal income tax purposes under Section 708 of the Code or might result in a change in the status of the Partnership to a “"publicly traded partnership” " within the meaning of Section 7704 of the Code, or if in the opinion of counsel to the Partnership such assignment may not be effected without registration under the Securities Act of 1933, as amended, or would result in the violation of any applicable state securities laws; (2) Except in the case of a transfer of Units at death, as a result of adjudication of incompetency or insanity, or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such transfer; (3) The transferor and transferee shall furnish the Partnership with the transferee’s 's taxpayer identification number and sufficient information to determine the transferee’s 's initial tax basis in the Units transferred; (4) The Partnership is reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer; and (5) If the transferor is an Additional General Partner, the Managing General Partner has consented to the transfer, which shall be in the sole discretion of the Managing General Partner. (b) A Person who acquires one or more Units but who is not admitted as a Substitute Partner, shall only be entitled to allocations and distributions with respect to such Units in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of an Additional General Partner or a Limited Partner under the Act or this Agreement. (c) Subject to the other provisions of Section 7, a transferee of Units may be admitted to the Partnership as a Substitute Partner only upon satisfaction of the following conditions: (1) The Managing General Partner consents to such admission, which consent can be withheld in its absolute discretion; (2) The Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (3) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the Managing General Partner may reasonably request as may be necessary or appropriate to confirm such transferee as a Partner of the Partnership and such transferee’s 's agreement to be bound by the terms and conditions hereof; : and (4) If the transferee is not an individual of legal majority, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership of the authority of the transferee to become a Partner and to be bound by the terms and conditions of this Agreement. (d) In any calendar quarter in which a transfer of a Unit occurs, the Partnership shall recognize the assignment not later than the last day of the calendar month following receipt of notice of assignment and required documentation. (e) Each Partner hereby covenants and agrees with the Partnership, for the benefit of the Partnership and all Partners, that (i) the Partner is not currently making a market in Units and (ii) the Partner will not transfer any Unit on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any regulations, proposed regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service that may be promulgated or published thereunder). Each Partner further agrees that the Partner will not transfer any Unit to any Person unless such Person agrees to be bound by the provisions of this Section 7.2 and to transfer such Units only to Persons who agree to be similarly bound.

Assignment of Units. Except when the Partnership has become a reporting issuer by the filing and receipt of a prospectus or unless transfer occurs by operation of law or inheritance, a Unit is not assignable except by permission of the General Partner, which permission shall not be unreasonably withheld, and where the Partner complies with this part, a Unit may be assigned to an eligible and lawfully entitled Person who: (a) A Partner may transfer all or any portion of the Partner’s Units, subject has signed a declaration in a form acceptable to the following conditions: (1) No such assignment shall be made if, in the opinion of counsel to the Partnership, such assignment would cause the termination of the Partnership for federal income tax purposes under Section 708 of the Code or might result in a change in the status of the Partnership to a “publicly traded partnership” within the meaning of Section 7704 of the Code, or if in the opinion of counsel to the Partnership such assignment may not be effected without registration under the Securities Act of 1933, as amended, or would result in the violation of any applicable state securities laws; (2) Except in the case of a transfer of Units at death, as a result of adjudication of incompetency or insanity, or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such transfer; (3) The transferor and transferee shall furnish the Partnership with the transferee’s taxpayer identification number and sufficient information to determine the transferee’s initial tax basis in the Units transferred; (4) The Partnership is reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer; and (5) If the transferor is an Additional General Partner, the Managing General Partner has consented to the transfer, which shall be in the sole discretion of the Managing General Partner.; (b) A Person who acquires one or more Units but who has delivered the signed declaration referred to in Article V hereof and the Transfer form which is not admitted attached as Schedule "B" hereto completed and executed in a Substitute manner acceptable to the General Partner, shall only be entitled to allocations and distributions with respect to such Units in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of an Additional General Partner or a Limited Partner under the Act or this Agreement.; (c) Subject to the other provisions of Section 7, a transferee of Units may be admitted to the Partnership as a Substitute Partner only upon satisfaction of the following conditions: (1) The Managing General Partner consents to such admission, which consent can be withheld has agreed in its absolute discretion; (2) The Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (3) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the Managing General Partner may reasonably request as may be necessary or appropriate to confirm such transferee as a Partner of the Partnership and such transferee’s agreement writing to be bound by the terms of this Agreement and conditions hereofto assume the obligations of a Limited Partner under this Agreement; and (4d) If delivers or causes to be delivered to the transferee Transfer Agent the Unit certificate representing such Unit duly endorsed for assignment, provided that the assignee will not become a Limited Partner until all assurances and comforts required by the General Partner are provided as required and all filings and recordings required by law and all securities regulatory approvals, where required, have been duly made or obtained. Where the assignee is not an individual of legal majority, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership of the authority of the transferee entitled to become a Limited Partner pursuant to the provisions hereof, the General Partner shall be authorized to admit the assignee to the Partnership as a Limited Partner and the Limited Partners hereby consent to be bound by the terms admission of, and conditions of this Agreement. (d) In any calendar quarter in which a transfer of a Unit occurswill admit, the assignee to the Partnership shall recognize the assignment not later than the last day as a Limited Partner, without further act of the calendar month following receipt of notice of assignment Limited Partners. The General Partner will cause the Transfer Agent to record the transfer and required documentation. (e) Each Partner hereby covenants and agrees with will amend the Partnership, for Certificate by showing the benefit name of the Partnership assignee as a Limited Partner and all Partners, that (i) the Partner is not currently making a market in Units make such filings and (ii) the Partner will not transfer any Unit on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any regulations, proposed regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service that may be promulgated or published thereunder). Each Partner further agrees that the Partner will not transfer any Unit to any Person unless such Person agrees to be bound recordings as are required by the provisions of this Section 7.2 and to transfer such Units only to Persons who agree to be similarly boundlaw.

Assignment of Units. (a) A An Investor Partner may transfer all or any portion of his Units and the transferee shall become a Substituted Investor Partner (subject to all duties and obligations of an Investor Partner’s Units, including those contained in Section 4.04 herein, except to the extent excepted in the Act) subject to the following conditions:conditions (any transfer of such Units satisfying such conditions being referred to herein as a "Permitted Transfer"): (1) No such assignment shall be made if, in the opinion of counsel to the Partnership, such assignment would cause the termination of the Partnership for federal income tax purposes under Section 708 of the Code or might result in a change in the status of the Partnership to a “publicly traded partnership” within the meaning of Section 7704 of the Code, or if in the opinion of counsel to the Partnership such assignment may not be effected without registration under the Securities Act of 1933, as amended, or would result in the violation of any applicable state securities laws; (2i) Except in the case of a transfer of Units at death, as a result of adjudication of incompetency or insanity, death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such transfer; (3) The transferor transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article VII. In any case not described in the preceding sentence, the transfer shall furnish be confirmed by presentation to the Partnership with of legal evidence of such transfer, in form and substance satisfactory to counsel to the transferee’s taxpayer identification number and sufficient information to determine Partnership. In all cases, the transferee’s initial tax basis in the Units transferred; (4) The Partnership is shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer; (ii) The transferor and transferee shall furnish the Partnership with the transferee's taxpayer identification number and sufficient information to determine the transferee's initial tax basis in the Units transferred; and (5iii) If the transferor is an Additional General Partner, The written consent of the Managing General Partner has consented to the transfer, which such transfer shall be in the sole discretion of the Managing General Partnerhave been obtained. (b) A Person who acquires one or more Units but who is not admitted as a Substitute Partner, Substituted Investor Partner pursuant to Section 7.03(c) hereof shall only be entitled only to allocations and distributions with respect to such Units in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of an Additional General Partner or a Limited Partner under the Act or this the Agreement., (c) Subject to the other provisions of Section 7this Article VII, a transferee of Units may be admitted to the Partnership as a Substitute Substituted Investor Partner only upon satisfaction of the following conditions:conditions set forth below in this Section 7.03(e): (1i) The Managing General Partner consents to such admission, which consent can be withheld in its absolute discretion; (2ii) The Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (3iii) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the Managing General Partner may reasonably request (including, without limitation, amendments to the Certificate of Limited Partnership) as may be necessary or appropriate to confirm such transferee as a Partner of in the Partnership and such transferee’s 's agreement to be bound by the terms and conditions hereof; (iv) The transferee pays or reimburses the Partnership for all reasonable legal, filing, and publication costs that the Partnership incurs in connection with the admission of the transferee as a Partner with respect to the transferred Units; and (4v) If the transferee is not an individual of legal majority, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership of the authority of the transferee to become a Partner and to be bound by the terms and conditions of this Agreement. (dvi) In any calendar quarter in which a transfer Substituted Investor Partner is admitted to the Partnership, the Managing General Partner shall amend the certificate of limited partnership to effect the substitution of such Substituted Investor Partners, although the Managing General Partner may do so more frequently. In the case of assignments, where the assignee does not become a Unit occursSubstituted Investor Partner, the Partnership shall recognize the assignment not later than the last day of the calendar month following receipt of notice of assignment and required documentation. (ed) Each Investor Partner hereby covenants and agrees with the Partnership, Partnership for the benefit of the Partnership and all Partners, Partners that (i) the Partner he is not currently making a market in Units and (ii) the Partner he will not transfer any Unit on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any regulations, proposed regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder). Each Investor Partner further agrees that the Partner he will not transfer any Unit to any Person unless such Person agrees to be bound by the provisions of this Section 7.2 7.03 and to transfer such Units only to Persons who agree to be similarly bound. (e) Restrictions on assignment of Units or the substitution of Investor Partners shall be allowed only to the extent necessary to preserve the tax status of the Partnership or the classification of Partnership income for tax purposes and any restriction shall be supported by an opinion of the Partnership's counsel as to its legal necessity.

Assignment of Units. (a) A Partner may transfer all or any portion of the Partner’s 's Units, subject to the following conditions: (1) No such assignment shall be made if, in the opinion of counsel to the Partnership, such assignment would cause the termination of the Partnership for federal income tax purposes under Section 708 of the Code or might result in a change in the status of the Partnership to a “publicly traded partnership” within the meaning of Section 7704 of the Code, or if in the opinion of counsel to the Partnership such assignment may not be effected without registration under the Securities Act of 1933, as amended, or would result in the violation of any applicable state securities laws; (2) Except in the case of a transfer of Units units at death, as a result of adjudication of incompetency or insanity, or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such transfer; (32) The transferor and transferee shall furnish the Partnership with the transferee’s 's taxpayer identification number and sufficient information to determine the transferee’s 's initial tax basis in the Units transferred;; and (43) The Partnership is reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer; and. (54) If the transferor is an Additional General Partner, the Managing General Partner has consented to the transfer, which shall be in the sole discretion of the Managing General Partner. (b) A Person who acquires one or more Units but who is not admitted as a Substitute Partner, shall only be entitled to allocations and distributions with respect to such Units in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of an Additional General Partner or a Limited Partner under the Act or this Agreement. (c) Subject to the other provisions of Section 7, a transferee of Units may be admitted to the Partnership as a Substitute Partner only upon satisfaction of the following conditions: (1I) The Managing General Partner consents to such admission, which consent can be withheld in its absolute discretion; (2) The Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (3) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the Managing General Partner may reasonably request as may be necessary or appropriate to confirm such transferee as a Partner of the Partnership and such transferee’s agreement to be bound by the terms and conditions hereof; and (4) If the transferee is not an individual of legal majority, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership of the authority of the transferee to become a Partner and to be bound by the terms and conditions of this Agreement. (d) In any calendar quarter in which a transfer of a Unit occurs, the Partnership shall recognize the assignment not later than the last day of the calendar month following receipt of notice of assignment and required documentation. (e) Each Partner hereby covenants and agrees with the Partnership, for the benefit of the Partnership and all Partners, that (i) the Partner is not currently making a market in Units and (ii) the Partner will not transfer any Unit on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any regulations, proposed regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service that may be promulgated or published thereunder). Each Partner further agrees that the Partner will not transfer any Unit to any Person unless such Person agrees to be bound by the provisions of this Section 7.2 and to transfer such Units only to Persons who agree to be similarly bound.

Assignment of Units. (a) A An Investor Partner may transfer all or any portion of his Units and the transferee shall become a Substituted Investor Partner (subject to all duties and obligations of an Investor Partner’s Units, including those contained in Section 4.04 herein, except to the extent excepted in the Act) subject to the following conditions:conditions (any transfer of such Units satisfying such conditions being referred to herein as a "Permitted Transfer"): (1) No such assignment shall be made if, in the opinion of counsel to the Partnership, such assignment would cause the termination of the Partnership for federal income tax purposes under Section 708 of the Code or might result in a change in the status of the Partnership to a “publicly traded partnership” within the meaning of Section 7704 of the Code, or if in the opinion of counsel to the Partnership such assignment may not be effected without registration under the Securities Act of 1933, as amended, or would result in the violation of any applicable state securities laws; (2) Except in the case of a transfer of Units at death, as a result of adjudication of incompetency or insanity, death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such transfer; (3) The transferor transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article VII. In any case not described in the preceding sentence, the transfer shall furnish be confirmed by presentation to the Partnership with of legal evidence of such transfer, in form and substance satisfactory to counsel to the transferee’s taxpayer identification number and sufficient information to determine Partnership, In all cases, the transferee’s initial tax basis in the Units transferred; (4) The Partnership is shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer; (2) The transferor and transferee shall furnish the Partnership with the transferee's taxpayer identification number and sufficient information to determine the transferee's initial tax basis in the Units transferred; (3) The Transferee shall have satisfied the suitability standards that have been established for an investment in the Partnership; and (54) If the transferor is an Additional General Partner, The written consent of the Managing General Partner has consented to the transfer, which such transfer shall be in the sole discretion of the Managing General Partnerhave been obtained. (b) A Person who acquires one or more Units but who is not admitted as a Substitute Partner, Substituted Investor Partner pursuant to Section 7.03(c) hereof shall only be entitled only to allocations and distributions with respect to such Units in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of an Additional General Partner or a Limited Partner under the Act or this the Agreement. (c) Subject to the other provisions of Section 7this Article VII, a transferee of Units may be admitted to the Partnership as a Substitute Substituted Investor Partner only upon satisfaction of the following conditions:conditions set forth below in this Section 7.03(c): (1) The Managing General Partner ▇▇▇▇▇▇ consents to such admission, which consent can be withheld in its absolute discretion; (2) The Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (3) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the Managing General Partner may reasonably request (including, without limitation, amendments to the Certificate of Limited Partnership) as may be necessary or appropriate to confirm such transferee as a Partner of ▇▇▇▇▇▇ in the Partnership and such transferee’s 's agreement to be bound by the terms and conditions hereof; (4) The transferee pays or reimburses the Partnership for all reasonable legal, filing, and publication costs that the Partnership incurs in connection with the admission of the transferee as a Partner with respect to the transferred Units; and (45) If the transferee is not an individual of legal majority, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership of the authority of the transferee to become a Partner and to be bound by the terms and conditions of this Agreement. (d6) In any calendar quarter in which a transfer Substituted Investor Partner is admitted to the Partnership, the Managing General Partner shall amend the certificate of limited partnership to effect the substitution of such Substituted Investor Partners, although the Managing General Partner may do so more frequently. In the case of assignments, where the assignee does not become a Unit occursSubstituted Investor Partner, the Partnership shall recognize the assignment not later than the last day of the calendar month following receipt of notice of assignment and required documentation. (ed) Each Partner Investor ▇▇▇▇▇▇ hereby covenants and agrees with the Partnership, Partnership for the benefit of the Partnership and all Partners, Partners that (i) the Partner he is not currently making a market in Units and (ii) the Partner he will not transfer any Unit on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any regulations, proposed regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder). Each Investor Partner further agrees that the Partner he will not transfer any Unit to any Person unless such Person agrees to be bound by the provisions of this Section 7.2 7.03 and to transfer such Units only to Persons who agree to be similarly bound. (e) Restrictions on assignment of Units or the substitution of Investor Partners shall be allowed only to the extent necessary to preserve the tax status of the Partnership or the classification of Partnership income for tax purposes and any restriction shall be supported by an opinion of the Partnership's counsel as to its legal necessity.

Assignment of Units. (a) A An Investor Partner may transfer all or any portion of his Units and the transferee shall become a Substituted Investor Partner (subject to all duties and obligations of an Investor Partner’s Units, including those contained in Section 4.04 herein, except to the extent excepted in the Act) subject to the following conditions:conditions (any transfer of such Units satisfying such conditions being referred to herein as a ''Permitted Transfer"): (1) No such assignment shall be made if, in the opinion of counsel to the Partnership, such assignment would cause the termination of the Partnership for federal income tax purposes under Section 708 of the Code or might result in a change in the status of the Partnership to a “publicly traded partnership” within the meaning of Section 7704 of the Code, or if in the opinion of counsel to the Partnership such assignment may not be effected without registration under the Securities Act of 1933, as amended, or would result in the violation of any applicable state securities laws; (2) Except in the case of a transfer of Units at death, as a result of adjudication of incompetency or insanity, death or involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such transfer; (3) The transferor transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article VII. In any case not described in the preceding sentence, the transfer shall furnish be confirmed by presentation to the Partnership with of legal evidence of such transfer, in form and substance satisfactory to counsel to the transferee’s taxpayer identification number and sufficient information to determine Partnership. In all cases, the transferee’s initial tax basis in the Units transferred; (4) The Partnership is shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such transfer; (2) The transferor and transferee shall furnish the Partnership with the transferee's taxpayer identification number and sufficient information to determine the transferee's initial tax basis in the Units transferred; (3) The Transferee shall have satisfied the suitability standards that have been established for an investment in the Partnership; and (54) If the transferor is an Additional General Partner, The written consent of the Managing General Partner has consented to the transfer, which such transfer shall be in the sole discretion of the Managing General Partnerhave been obtained. (b) A Person who acquires one or more Units but who is not admitted as a Substitute Partner, Substituted Investor Partner pursuant to Section 7.03(c) hereof shall only be entitled only to allocations and distributions with respect to such Units in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of an Additional General Partner or a Limited Partner under the Act or this the Agreement. (c) Subject to the other provisions of Section 7this Article VII, a transferee of Units may be admitted to the Partnership as a Substitute Substituted Investor Partner only upon satisfaction of the following conditions:conditions set forth below in this Section 7.03(c): (1) The Managing General Partner consents to such admission, which consent can be withheld in its absolute discretion; (2) The Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer; (3) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the Managing General Partner may reasonably request (including, without limitation, amendments to the Certificate of Limited Partnership) as may be necessary or appropriate to confirm such transferee as a Partner of in the Partnership and such transferee’s 's agreement to be bound by the terms and conditions hereof; (4) The transferee pays or reimburses the Partnership for all reasonable legal, filing, and publication costs that the Partnership incurs in connection with the admission of the transferee as a Partner with respect to the transferred Units; and (45) If the transferee is not an individual of legal majority, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership of the authority of the transferee to become a Partner and to be bound by the terms and conditions of this Agreement. (d6) In any calendar quarter in which a transfer Substituted Investor Partner is admitted to the Partnership, the Managing General Partner shall amend the certificate of limited partnership to effect the substitution of such Substituted Investor Partners, although the Managing General Partner may do so more frequently. In the case of assignments, where the assignee does not become a Unit occursSubstituted Investor Partner, the Partnership shall recognize the assignment not later than the last day of the calendar month following receipt of notice of assignment and required documentation. (ed) Each Investor Partner hereby covenants and agrees with (the Partnership, Partnership for the benefit of the Partnership and all Partners, Partners that (i) the Partner he is not currently making a market in Units and (ii) the Partner he will not transfer any Unit on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any regulations, proposed regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder). Each Investor Partner further agrees that the Partner he will not transfer any Unit to any Person unless such Person agrees to be bound by the provisions of this Section 7.2 7.03 and to transfer such Units only to Persons who agree to be similarly bound. (e) Restrictions on assignment of Units or the substitution of Investor Partners shall be allowed only to the extent necessary to preserve the tax status of the Partnership or the classification of Partnership income for tax purposes and any restriction shall be supported by an opinion of the Partnership's counsel as to its legal necessity.