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Agreement; and (c) the written consent of the General Partner to such
substitution is obtained, the granting of which shall not be unreasonably
withheld. The Partnership's records shall be amended to reflect the
substitution of Limited Partners at least once in each calendar quarter.
11.3 Transfer Fee. On any assignment of Units, any substitution of an
assignee as a Limited Partner or any redemption of Units, the Partnership may
charge a transfer fee to cover reasonable out-of-pocket expenses in connection
with the substitution.
11.4 General. No transfer or assignment or redemption of any Units
shall be made if it would result in the Partnership being treated as an
association taxable as a corporation for tax purposes or as a publicly
traded partnership. In addition, no transfer of any Unit will be
recognized or effective for any purpose to the extent that it is
determined by the General Partner to be effectuated through an
established securities market or a secondary market (or the substantial
equivalent thereof) within the meaning of Section 7704 of the Code and
the applicable Treasury Regulations thereunder so as to adversely affect
the tax status of the Partnership as a partnership rather than as an
association taxable as a corporation. The General Partner, in its sole
discretion, may impose any restrictions on transfers or assignments of
Units as it deems appropriate to give effect to the preceding two
sentences including prohibitions of any transfers or assignments of
Units which fall outside the safe harbors described in Section 1.7704-1
of the Treasury Regulations. A Limited Partner must obtain the consent
of the General Partner to any transfer or assignment, which consent
shall not be unreasonably withheld. Any prohibition on a transfer or
assignment shall be supported by an opinion of counsel that it is
necessary to give effect to the first two sentences of this paragraph.
In connection therewith, the General Partner shall be permitted to amend
this Agreement without the consent of the Limited Partners. Assignments
and substitutions shall be effective on the first day of the month
following the month in which there has been full compliance with the
requirements of this Article 11. For the purposes of this Article 11, a
pledge of Units shall be deemed to be an assignment of such Units.
