Common use of No Exchange Clause in Contracts

No Exchange. Notwithstanding anything in this Section 11 to the contrary, each of the Limited Partners hereby agrees that, except as set forth below, from the date hereof until two (2) years following the Effective Date (the "No Exchange Period"), without the prior written consent of the General Partner (which may be granted or withheld in its sole and absolute discretion), it shall be prohibited from transferring any Partnership Units; provided, however, that where a Limited Partner is a natural person and such Limited Partner dies (or, in the case of Partnership Units owned as community property by the Limited Partner and its spouse, then where either the Limited Partner or its spouse dies) prior to the expiration of the No Exchange Period, the No Exchange Period shall, as to such Limited Partner only, expire on the later of (i) one (1) year from the Effective Date or (ii) the death of such Limited Partner (or such Limited Partner's spouse, as the case may be); provided, further, however, that the foregoing shall not apply to the Short Family Trust as an owner of Partnership Units in its capacity as an Original Limited Partner, but shall apply to the Short Family Trust as an owner of Partnership Units in its capacity as a partner (or former partner) of Short Morning View Ltd. Notwithstanding anything in this Section 11.7 to the contrary, each of the Limited Partners hereby agree that, without the prior written consent of the General Partner (which may be granted in its sole and absolute discretion), each Limited Partner shall be prohibited from transferring any Partnership Units following the occurrence of a Liquidating Event.

No Exchange. Notwithstanding anything in this Section 11 to the contrary, each of the Limited Partners hereby agrees that, except as set forth below, from the date hereof until two (2) years following the Effective Date (the "No Exchange Period"), without the prior written consent of the General Partner (which may be granted or withheld in its sole and absolute discretion), it shall be prohibited from transferring any Partnership Units; provided, however, that where a Limited Partner is a natural person and such Limited Partner dies (or, in the case of Partnership Units owned as community property by the Limited Partner and its spouse, then where either the Limited Partner or its spouse dies) prior to the expiration of the No Exchange Period, the No Exchange Period shall, as to such Limited Partner only, expire on the later of (i) one (1) year from the Effective Date or (ii) the death of such Limited Partner (or such Limited Partner's spouse, as the case may be); provided, further, however, that the foregoing shall not apply to the Short Family Stew▇▇▇ ▇▇▇ily Trust as an owner of Partnership Units in its capacity as an Original Limited Partner, but shall apply to the Short Family Stew▇▇▇ ▇▇▇ily Trust as an owner of Partnership Units Units, if any, in its capacity as a partner (or former partner) of Short Morning View Ltd. any Limited Partner. Notwithstanding anything in this Section 11.7 to the contrary, each of the Limited Partners hereby agree that, without the prior written consent of the General Partner (which may be granted in its sole and absolute discretion), each Limited Partner shall be prohibited from transferring any Partnership Units following the occurrence of a Liquidating Event.