EFTA00587530.pdf

AP NARROWS LP LIMITED PARTNERSHIP AGREEMENT Dots4A414,7-5480k4Doek USI:97541108vi EFTA00587530  AP NARROWS LP AGREEMENT OF LIMITED PARTNERSHIP TABLE OF CONTENTS Pate ARTICLE I ESTABLISHMENT OF THE PARTNERSHIP 1.1 Formation 1.2 Name 1.3 Purpose and Business of the Partnership 1.4 Powers 2 1.5 Term 2 1.6 Registered Office; Agent for Service of Process 2 1.7 Principal Office 2 ARTICLE II DEFINITIONS 3 2.1 Definitions 3 ARTICLE III CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS 7 3.1 Capital Accounts 7 3.2 Additional Contributions 8 3.3 Loans 9 ARTICLE IV ALLOCATION OF PROFIT AND LOSS 10 4.1 Allocation of Profits and Losses 10 4.2 Regulatory Allocations 12 ARTICLE V DISTRIBUTIONS 13 5.1 Distributions Other Than Upon Winding-Up 13 5.2 Distributions Upon Winding Up 13 ARTICLE VI TRANSFERS AND WITHDRAWALS 14 6.1 Right of First Refusal 14 6.2 Permitted Transfers 16 6.3 Certain Prohibited Transfers 17 6.4 Other Purported Transfers 17 6.5 No Right to Withdraw 18 ARTICLE VII DISSOLUTION AND WINDING-UP 19 7.1 Events Occasioning Dissolution 19 7.2 Winding-Up 19 7.3 Liquidating Distributions 19 ARTICLE VIII MANAGEMENT 20 8.1 Management by the General Partners 20 8.2 Number of General Partners and Term of Office 2223 Doelk-US114734$016.4Dock USI:97341108v8 EFTA00587531  8.3 Successor and Additional General Partners 23 8.4 Resignation 2425 8.5 Death, Dissolution, Incapacity or Bankruptcy of a General Partner 25 8.6 Death, Incapacity or Bankruptcy of a Limited Partner 26 8.7 Other Interests 27 8.8 Reliance by Third Parties 27 8.9 Reimbursement of Expenses X28 8.10 Liability and Indemnity 28 8.11 Limited Liability 29 ARTICLE IX SUBSTITUTION; ADDITIONAL PARTNERS 2930 9.1 Substituted Partners 2930 9.2 Transfers of General Partnership Interests 30 9.3 Additional Partners 31 ARTICLE X ACCOUNTING 31 10.1 Accounting Method. 31 10.2 Books and Records 3432 10.3 Reports 32 10.4 Federal Income Tax Elections 32 10.5 Tax Matters Partner 4233 ARTICLE XI MISCELLANEOUS 33 11.1 Decisions by the General Partners 33 11.2 Amendments 33 11.3 Notices 33 11.4 No Delivery of Certificates 34 11.5 Governing Law 34 11.6 Further Assurances 34 11.7 Headings, Gender and Number 34 11.8 Benefit 34 11.9 Counterparts 34 it Dottl4147-548014.4Doa: USI:97341108v8 EFTA00587532  LIMITED PARTNERSHIP AGREEMENT OF AP NARROWS LP LIMITED PARTNERSHIP AGREEMENT made as of this day of , 20112015, by and among the Persons or entities identified on Schedule A as a Class A General Partner, Class B General Partner and Limited Partner. WHEREAS, AP Narrows LP, a Delaware limited partnership (the "Partnership"), was formed by a certificate of limited partnership duly filed with the State of Delaware Secretary of State on December 24, 2014, and such certificate remains in full force and effect. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed, as follows: ARTICLE I ESTABLISHMENT OF THE PARTNERSHIP 1.1 Formation. The Partnership was formed as a limited partnership pursuant to the provisions of the Revised Limited Partnership Act as adopted in the State of Delaware (the "Act"). This Agreement sets forth fully the agreements and understandings of the Partners in respect of the Partnership. 1.2 Name. The name of the Partnership is "AP NARROWS LP" 1.3 Purpose and Business of the Partnership. The purpose of the Partnership is to pool certain of the funds of the Partners so as to permit the Partners to share in various investments (including investments in works of art). The Partnership is designed to ease the administrative burdens of managing assets, facilitate diversification, broaden access to llot*-USISTS.18010.4Doel: USI:9734808v8 EFTA00587533 investment opportunities and reduce transaction costs for the Partners. The Partnership further may simplify the transfer of assets otherwise not readily divisible into small units, such as real property, works of art, partnership interests, interests in hedge funds, private equity funds and unincorporated business interests. The Partnership further may engage in any act or activity for which limited partnerships may be organized under the Act, in accordance with this Agreement. The Partnership is not being formed solely for the purpose of acquiring securities in connection with any particular investment. 1.4 Powers. The Partnership shall have the power to do all things necessary or desirable in the conduct of its business to the fullest possible extent. 1.5 Term. The term of the Partnership shall commence upon its formation pursuant to the Act and shall have perpetual existence unless terminated in accordance with the provisions of this Agreement. 1.6 Registered Office; Agent for Service of Process. The address of the Partnership's registered office in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name and address of the registered agent for service of process on the Partnership in the State of Delaware is Corporation Services Company, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The General Partners may, from time to time, change the registered office or the registered agent of the Partnership. 1.7 Principal Office. The principal office of the Partnership shall be c/o Elysium Management LLC, 445 Park Avenue, Suite 1401, New York, New York 10022, or such other locations as the General Partners may determine. 2 lkst*-US1147-54110164Doc.: USI:97341108v8 EFTA00587534  ARTICLE II DEFINITIONS 2.1 Definitions. The following defined terms used in this Agreement shall have the respective meanings specified below. "Accounting Period" means the period of the Partnership beginning on the date hereof, the first day of a Fiscal Year or any other day reasonably selected by the Class A General Partner (an "adjustment date") and ending on the earlier of the next succeeding adjustment date or the last day of a Fiscal Year. "Class A General Partner" means each General Partner designated on Schedule A as a Class A General Partner and each Person appointed as an additional or successor Class A General Partner in accordance with Section 8.4. The Class A General Partner shall have the exclusive authority to manage the business of the Partnership and to carry out the purposes of the Partnership in accordance with Section 1.3; provided, however, that no Class A General Partner shall participate in decisions regarding (i) the timing or amount of distributions to the Partners (whether in cash or in kind); (ii) the timing or amount of additional capital contributions required of the Partners under Section 3.2; (iii) use of the Partnership property by the Partnersr lending Partncrchip property for exhibitionc and pledging tangible personal property owned by the Partncrchip a collateral for loans to the Partnerchip; (iv) consent to the pledge of Partnership Interests as collateral for a Partner's loans; or (v) dissolution of the Partnership under Section 7.1. The Class A General Partners shall have no other powers or authority to act except as specifically authorized under this Agreement. "Class A General Partnership Interest" means the Partnership Interest (as hereinafter defined) of a Class A General Partner. 3 nottl411445.U1OltviDoem: USI:9734808v8 EFTA00587535  "Class B General Partner" means each General Partner designated as a Class B General Partner on Schedule A and each Person appointed as an additional or successor Class B General Partner in accordance with Section 8.4. The Class B General Partners shall have full and exclusive authority to make all decisions regarding (i) the timing or amount of distributions to the Partners (whether in cash or in kind); (ii) the timing or amount of additional capital contributions required of the Partners under Section 3.2; (iii) use of the Partnership property by the Partners, leedintPartncnhip property for cxhibitioni and pledging tangible pernonal property owned-by-the-Partnership-as-eel4atetal4er-leansie-the-Parifterehip to the extent not otherwise rented for fair market value or loaned for exhibition; (iv) consent to the pledge of Partnership Interests as collateral for a Partner's loans; eF-(v) dissolution of the Partnership under Section 7.1; and (vi) such other acts specifically provided in this Agreement. "Class B General Partnership Interest" means the Partnership Interest (as hereinafter defined) of a Class B General Partner. "Code" means the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any successor statute. "Eligible Person" means (i) any Person who is then a Partner; (ii) Leon D. Black ("LDB"); (iii) a descendant of LDB ("LDB Descendant"); (iv) the spouse (including a same sex spouse) of any Partner, LDB or LDB Descendant; (v) a descendant of any Partner; (vi) the estate of any Partner; (vii) trusts for the primary benefit of any one or more Partners, LDB or LDB Descendants, Qualified Charitable Organizations, the spouse (including a same sex spouse) of any Partner, LDB or LDB Descendant and/or any one or more of the descendants of any Partner; (viii) a beneficiary of any trust which is a Partner; (ix) any custodian for the benefit of any of the 4 Doral-US147-54110144Doc.: USI:9734808v8 EFTA00587536 foregoing individuals under any state's Uniform Transfers to Minors Act or comparable law in any other jurisdiction; and (x) any entity all the beneficial owners of which are Persons previously described in this paragraph. "Fiscal Year means each fiscal year of the Partnership (or portion thereof), which shall end on December 31; provided, however, that upon termination of the Partnership, "Fiscal Year" shall mean the period from the January 1 immediately preceding such termination to the date of such termination. "General Partners" unless otherwise specified, means the Class A and Class B General Partners and any future Class A or Class B General Partners of the Partnership from time to time. "Net Profit" and "Net Loss" mean the Partnership's net profits or net losses, as the case may be, determined on the accrual basis of accounting in accordance with generally accepted accounting principles consistently applied and in accordance with the following: (i) Net Profits and Net Losses shall include realized and unrealized profits and losses with respect to all property or positions held by the Partnership. Realized or unrealized profit and loss with respect to any property or position held during any Fiscal Year includes the realized or unrealized appreciation or depreciation with respect to such property or position determined by comparing the net proceeds from the sale of such property or the closing of such position, as the case may be, or the market value of such property or position at the end of such Fiscal Year with either the cost of such property or position, if established during such Fiscal Year, or the market value of such property or position at the end of the preceding Fiscal Year, if such property was sold or such position established during a prior Fiscal Year, and (ii) there shall be deducted in computing 5 lloral-USI.:47-5480104Doc.: USI:97341108v8 EFTA00587537 Net Profits and Net Losses expenses if any, in respect of the particular Fiscal Year (whether performed therein or to be performed thereafter), and such reserves for contingent liabilities of the Partnership, including estimated expenses, if any, in connection therewith, as the Class A General Partners shall determine. "Limited Partner" means any Partner who is not a Class A or Class B General Partner. "Limited Partnership Interest" means the Partnership Interest of a Limited Partner. "Partner" means each Person set forth on Schedule A holding an interest in the Partnership (whether as a General Partner or a Limited Partner) and such other Persons admitted as Partners of the Partnership in accordance with Article IX. "Partnership Interest" means the ownership interest of a Partner (whether a General Partner or a Limited Partner) in the Partnership at the relevant time, and the right of such Partner to any and all benefits to which a Partner may be entitled under this Agreement and the Act, together with all obligations of such Partner to comply with the terms and provisions of this Agreement. "Percentage Interest" means, with respect to each Partner, the ratio of the Capital Account balance of such Partner (and in the case of an assignee, such Partner's assignor) and the aggregate Capital Account balances of all the Partners (and their assignors) as of the date in question. The Percentage Interests of the Partners, as of the date of the Agreement, are set forth on Schedule A. 6 Doelk-US147.648010.4Doc* USI:97341108v8 EFTA00587538  "Person" means any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company, or other legal entity or organization. "Qualified Charitable Organization" means a corporation, organization or other entity, transfers to which are deductible for Federal income, gift and estate tax purposes under Section 170(c), Section 2522(a) and Section 2055(a) of the Code. "Schedule A" means Schedule A annexed to this Agreement as amended and in effect from time to time. The Class A General Partners shall amend Schedule A from time to time to reflect any change in ownership of Partnership Interests or in a Partner's Percentage Interest. Any amendment or revision to Schedule A in accordance with this Agreement shall not be deemed an amendment to this Agreement. "Treasury Regulations" shall mean the Income Tax Regulations promulgated under the Code, as amended from time to time. ARTICLE III CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS 3.1 Capital Accounts. 3.1.1 A separate capital account (a "Capital Account") shall be maintained for each Partner. Each Partner's Capital Account shall be credited with (i) the amount of such Partner's aggregate capital contributions made in cash and the fair market value of all property contributed by such Partner (net of liabilities that are secured by such contributed property), (ii) such Partner's allocated share of Net Profit and other items of income and gain of the Partnership, and (iii) the amount of any Partnership liabilities assumed by such Partner. Each 7 lkst*-USI.:97-548016.4Doc.: USI:97341108v8 EFTA00587539 Partner's Capital Account shall be reduced by (i) the amount of any cash distributions to such Partner and the fair market value of all property distributed in kind to such Partner (net of liabilities that are secured by such distributed property), (ii) such Partner's allocated share of Net Loss and other items of deduction and loss of the Partnership, and (iii) the amount of any liabilities of such Partner assumed by the Partnership. 3.1.2 The foregoing provisions and other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations §1.704-1(b)(2)(iv), and shall be interpreted consistently therewith. The Class A General Partners shall be authorized to make appropriate amendments to the allocation of items to the Capital Accounts if necessary to comply with such Treasury Regulation. 3.1.3 In the event of a transfer of any Partnership Interest in the Partnership, the transferee shall succeed, as of the date of such transfer, to that portion of the transferor's Capital Account that relates to such transferred Partnership Interest. 3.2 Additional Contributions. 3.2.1 Partners shall be required to make additional capital contributions as provided in this Agreement. 3.2.2 Each Partner shall make such additional capital contributions as are demanded by the Class B General Partner, within forty-five (45) days of the Class B General Partner's demand (the "Closing Date"). If a Partner fails to make such additional capital contribution by the Closing Date (the "Defaulting Partner"), the amount of the Defaulting Partner's unpaid additional capital contribution shall be treated (i) as a loan to the Defaulting Partner from the Partnership; or (ii) as a loan to the Defaulting Partner from such other Partners, 8 lloral-USII9,7-5411016.4Doct US1:97$4SO8v8 EFTA00587540 if any, who have paid the Defaulting Partner's additional capital contribution on the Defaulting Partner's behalf. In such event, the Defaulting Partner shall pay to the Partnership interest, or to such other Partners, their pro rata portion of the interest, on the unpaid additional capital contribution at the rate of five percent (5%) per annum until the Defaulting Partner has paid the outstanding additional capital contribution in full. Interest shall accrue commencing with the Closing Date, and shall be due and payable on each anniversary of the Closing Date. 3.2.3 Any Partner may make additional contributions of capital, in cash or in property, in amounts and at times agreed to by the Class B General Partner. In the event that a contribution of capital is made at a time other than the end or beginning of a calendar year, the Class B General Partner may treat such contribution (or, in the case of contributed property, the fair market value of such property) as a loan until the end of the then-current accounting period, bearing interest at a rate that is determined by the Class B General Partner to be a fair and reasonable interest rate, taking into account the interests of all Partners. 3.2.4 The Class B General Partner shall update the Partnership's books and records to reflect any additional capital contribution. 3.3 Loans. Any Partner may, but shall not be required to, make loans to the Partnership and, in respect of such loans, shall be treated as a creditor of the Partnership. Such loans shall be repaid as and when the Partnership has funds available therefor, and such loans and interest thereon (at rates to be agreed upon by the lending Partner and the Partnership) shall constitute obligations of the Partnership. Any such loan shall not increase such Partner's Capital Account, entitle such Partner to any increase in such Partner's share of the profits of the 9 Doelk-USI.:47-548010.4Doct USI:9734ROINS EFTA00587541 Partnership or subject such Partner to any greater proportion of losses which the Partnership may sustain. ARTICLE IV ALLOCATION OF PROFIT AND LOSS 4.1 Allocation of Profits and Losses. 4.1.1 The Partnership's Net Profit and Net Loss for any Accounting Period shall be allocated among the Partners in proportion to their Percentage Interests. 4.1.2 The Partnership's items of income, gain, loss and deduction shall be allocated for Federal, state and local income tax purposes among the Partners proportionately to the allocation of Net Profit and Net Loss among the Partners. Notwithstanding the foregoing, solely for Federal, state and local income tax purposes, in accordance with Sections 704(b) and 704(c) of the Code and the Treasury Regulations promulgated thereunder, income, gain, loss and deduction with respect to property contributed to the Partnership by a Partner shall be allocated among the Partners in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder so as to take account of any difference between the tax basis of such property to the Partnership for Federal income tax purposes and its book basis. 4.1.3 If any Partnership Interest is transferred or any Percentage Interest is changed pursuant to the terms of the Agreement during a Fiscal Year, the amount of Net Profit and Net Loss to be allocated to the Partners for such entire Fiscal Year in accordance with their respective Percentage Interests shall be allocated to the portion of such Fiscal Year which precedes the date of such transfer or change (and if there shall have been a prior transfer or change in such Fiscal Year, which commences on the date of such prior transfer or change) and 10 llotgl-US1147-54801404Doe.: USI:97341108v8 EFTA00587542 to the portion of such Fiscal Year which occurs on and after the date of such transfer or change (and if there shall be a subsequent transfer or change in such Fiscal Year, which precedes the date of such subsequent transfer or change), in proportion to the number of days in each such portion (or, in the case of a transfer, in accordance with an interim closing of the books at the election and the expense of the parties to the transfer), and the amounts of the items so allocated to each such portion shall be credited or charged to the Partners in proportion to their respective Percentage Interests during each such portion of the Fiscal Year in question. Such allocation shall be made without regard to the date, amount or receipt of any distributions that may have been made with respect to the transferred Partnership Interest. As of the date of such transfer, the transferee Partner shall succeed to the Capital Account of the transferor Partner with respect to the transferred Partnership Interest. II lloeltALS1147-548011v4Doc.: USI:9734801NR EFTA00587543  4.2 Reaulatory Allocations. 4.2.1 Section 704 of the Code and the Treasury Regulations issued thereunder, including but not limited to the provisions of such Treasury Regulations addressing qualified income offset provisions, minimum gain chargeback requirements and allocations of deductions attributable to nonrecourse debt and partner nonrecourse debt, are hereby incorporated by reference. If, as a result of the provisions of Section 704 of the Code and such Treasury Regulations, items of Net Profit or Net Loss are allocated to the Partners in a manner that is inconsistent with the manner in which the Partners intend to divide Partnership distributions as reflected in Section 4.1, to the extent permitted under such Treasury Regulations, items of future profit and loss shall be allocated among the Partners so as to prevent such allocations from distorting the manner in which Partnership distributions will be divided among the Partners pursuant to this Agreement. 4.2.2 Notwithstanding any other provision of this Article IV, no Partner shall be allocated in any Fiscal Year of the Partnership any Net Loss to the extent such allocation would cause or increase a deficit balance in such Partner's Capital Account, determined after taking into account all other allocations to be made for such year pursuant to this Article IV and after adjusting such Capital Account for the reasonably expected adjustments, allocations and distributions described in Treasury Regulations §1.704-1(b)(2)(ii)(d). In the event that one but not all of the Partners would have a deficit balance in his Capital Account, the limitation set forth in this Section 4.2.2 shall be applied so as to allocate the maximum permissible Net Loss to such Partner under Treasury Regulations §1.704-1(b)(2)(ii)(d). Any such Net Loss in excess of the limitation set forth in this Section 4.2.2 that would be allocated to a Partner shall be allocated to the other Partner or Partners. In the event any Partner has a deficit balance in his Capital 12 lloeik-US147-341101W4Doc.: USI:97341108v8 EFTA00587544 Account at the end of any Fiscal Year, such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 4.2.2 shall be made only if and to the extent that a Partner would have a deficit balance in his, her or its Capital Account in excess of such sum after all other allocations provided for in this Article IV have been tentatively made as if this Section 4.2.2 were not in this Agreement. This Section 4.2.2 is intended to comply with the qualified income offset requirement of Treasury Regulations §1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. ARTICLE V DISTRIBUTIONS 5.1 Distributions Other Than Upon Winding-Up. Distributions shall be made to the Partners at the times and in the aggregate amounts determined in the sole discretion of the Class B General Partners. Such distributions shall be allocated among the Partners in proportion to their Percentage Interests. The Class B General Partners shall have authority to make any such distributions on behalf of any Partner (i) directly to the United States Treasury and any state or local taxing authority of such amounts as may be necessary to discharge such Partner's income tax liability (including but not limited to Federal, State, local or otherwise) and (ii) if such Partner is under the age of majority, to a custodian on behalf of such Partner. 5.2 Distributions Upon Winding Up. Upon the dissolution and winding-up of the Partnership, distributions shall be made as provided in Section 7.3. 13 Doelk-US147-541101404Doc.: USI:9734R08v8 EFTA00587545  ARTICLE VI TRANSFERS AND WITHDRAWALS 6.1 Right of First Refusal. Except as permitted by Section 6.2, but in all events subject to Section 9.1 hereof, no Partner or any assignee thereof shall have the right to sell, assign, or otherwise transfer all or any part of such Partner's Partnership Interest (the "Offered Interests") unless such Partner or assignee (the "Seller") first offers to sell the Offered Interests pursuant to the terms of this Section 6.1. 6.1.1 No transfer may be made under this Section 6.1 unless the Seller has received a bona fide written offer (the "Purchase Offer") from the prospective transferee (the "Purchaser") to purchase the Offered Interests for a purchase price (the "Offer Price") denominated and payable in United States dollars at closing or according to specified terms, with or without interest, which offer shall be in writing signed by the Purchaser and shall be irrevocable for a period ending no sooner than the day following the end of the Offer Period, as hereinafter defined. 6.1.2 Prior to making any transfer that is subject to the terms of this Section 6.1, the Seller shall give to each Partner, written notice (the "Offer Notice") which shall include the following: (I) the identity of the Purchaser; (2) a copy of the Purchase Offer; (3) a statement signed by the Purchaser to the effect that, upon purchase of the Offered Interests, the Purchaser agrees to become a Partner, to be bound by all of the terms and conditions of this Agreement as a Partner with respect to the Offered Interests, and to execute such documents and instruments as the other Partners deem necessary or appropriate to confirm such agreements; and (4) an offer (the "Firm Offer") to sell the Offered Interests to the other Partners (the "Offerees") for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in 14 DottUS147-541108v4Doc.: USI:9734808v8 EFTA00587546 the Purchase Offer, provided that the Firm Offer shall be made without regard to the requirement of any earnest money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered Interests) to be provided by the Purchaser for any deferred portion of the Offer Price. 6.1.3 The Finn Offer shall be irrevocable for a period (the "Offer Period") ending at 5:00 •., local time, at the Partnership's principal place of business, on the ninetieth (90th) day following the day of the Offer Notice. 6.1.4 At any time during the Offer Period, any Offeree may accept the Firm Offer as to all or any portion of the Offered Interests by giving written notice of such acceptance to the Seller and each other Offeree (an "Acceptance") which notice shall indicate the maximum portion of the Offered Interests that such Offeree is willing to purchase. In the event that Offerees ("Accepting Offerees"), in the aggregate, accept the Firm Offer with respect to all, or more than all, of the Offered Interests during the Offer Period, the Firm Offer shall be deemed to be accepted. In the event that Accepting Offerees accept the Finn Offer with respect to more than all of the Offered Interests, each Accepting Offeree shall be deemed to have accepted the Finn Offer with respect to that portion of the Offered Interests that corresponds to the ratio of the Offered Interests that such Accepting Offeree indicated a willingness to purchase to the aggregate Offered Interests all Accepting Offerees indicated a willingness to purchase. If Offerees do not accept the Finn Offer as to all, or more than all, of the Offered Interests during the Offer Period, the Firm Offer shall be deemed to be rejected in its entirety. 6.1.5 In the event the Finn Offer is accepted, the closing of the sale of the Offered Interests shall take place within thirty (30) days after the Finn Offer is accepted or, if 15 Doelk-USII9,7-548011,4Doc.: USI:97341108v8 EFTA00587547 later, the date of closing set forth in the Purchase Offer. The Seller and all Accepting Offerees shall execute such documents and instruments as may be necessary or appropriate to effect the sale of the Offered Interests pursuant to the terms of the Firm Offer and this Section 6.1 and such sale shall be subject to the provisions of Section 9.1. 6.1.6 If the Firm Offer is not accepted in the manner hereinabove provided, the Seller may sell the Offered Interests to the Purchaser at any time within sixty (60) days after the last day of the Offer Period, provided that such sale shall be made on terms no more favorable to the Purchaser than the terms contained in the Purchase Offer and provided further that such sale complies with the other terms, conditions, and restrictions of this Agreement that are applicable to sales of Partnership Interests and are not expressly made inapplicable to sales occurring under this Section 6.1. In the event that the Offered Interest is not sold in accordance with the terms of the preceding sentence, the Offered Interest shall again become subject to all of the conditions and restrictions of this Section 6.1. 6.2 Permitted Transfers. 6.2.1 Notwithstanding Section 6.1, but in all events subject to Sections 6.2.2, 9.1 and 9.2 hereof, a Partner may sell, assign, pledge or otherwise transfer all or any part of such Partner's Partnership Interest without an offer first having been made pursuant to Section 6.1 if, and only if, such transferee or pledgee is an Eligible Person. In addition, notwithstanding Section 6.1, any interest as a Partner which is held by a custodian for a minor under a Uniform Gifts to Minors Act, Uniform Transfers to Minors Act or a similar act shall be fully transferable and assignable to the minor when the minor reaches the age of termination of such custodianship under the applicable statute. 16 lloral-US147-548016.4Doc.: USI:97348013v8 EFTA00587548  6.2.2 Notwithstanding Sections 6.1 and 6.2.1, a Partner may pledge a Partnership Interest to a pledgee who is not an Eligible Person as collateral for sueh-Partner2sa loan made to such Partner if, and only if, the Class B General Partner has consented thereto, which consent may be granted or withheld in the Class B General Partner's sole discretion; provided, however, that a pledgee who acquires aFia Partnership Interest as a result of enforcing rights under such a pledge shall net-be entitled only to anything-beyond-its-share in such profits and losses, reeeipt-ef-itsto receive such distribution or distributions, and itsto receive such allocation of income, gain, loss, deduction, or credit or similar item to which an assignee is entitled. Such transferee shall have no right to an accounting of the affairs of the Partnership and shall not have any rights of a Partner under the Act or this Agreement, except as to allocations and distributions with respect to such transferred interests. 6.3 Certain Prohibited Transfers. Notwithstanding Sections 6.1 and 6.2 hereof, no Partner shall have the right to sell, assign, or otherwise transfer any portion or all of such Partner's Partnership Interest if such sale, assignment or other transfer would cause (i) the Partnership to be classified as a publicly traded partnership or otherwise as a corporation for United States federal income tax purposes or (ii) unless the Partnership determines it to be immaterial, a termination of the Partnership pursuant to Section 708 of the Code. 6.4 Other Purported Transfers. No Partner shall have the right to sell, assign, mortgage, pledge, or otherwise voluntarily transfer or encumber any portion or all of such Partner's Partnership Interest, except as provided in Sections 6.1 and 6.2 hereof. A transferee who acquires a Partnership Interest by any purported sale, assignment, mortgage, pledge, hypothecation or other voluntary transfer or encumbrance by a Partner of any or all of such Partner's Partnership Interest, in violation of this Article, shall be entitled only to share in such 17 llotqh-LASI:07-5411016.4Doct USI:97341108v8 EFTA00587549 profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned. Such transferee shall have no right to an accounting of the affairs of the Partnership and shall not have any rights of a Partner under the Act or this Agreement, except as to allocations and distributions with respect to such transferred interests. 6.5 No Right to Withdraw. 6.5.1 No Partner may withdraw from the Partnership or reduce such Partner's Capital Account without the unanimous consent of the Class B General Partners. No Partner shall be entitled to receive or be credited with any interest on the balance in such Partner's Capital Account at any time. A Partner who withdraws or purports to withdraw as a Partner of the Partnership in violation of this Agreement shall be liable to the Partnership for any damages suffered by the Partnership on account of the breach and shall not be entitled to receive any payment of his, her or its interest in the Partnership or a return of his, her or its capital contribution until the time otherwise provided herein for distribution to Partners, but shall nevertheless be entitled to distributions in accordance with Section 5.1 hereof. 6.5.2 Notwithstanding the foregoing provisions of this Section 6.5: At the request of a Partner who shall have received consent to withdraw from the Partnership pursuant to Section 6.5.1 (the "Withdrawing Partner"), the Class B General Partners may, but are not required to, redeem the Withdrawing Partner's Partnership Interest, in whole or in part, by distributing assets to such Withdrawing Partner, the fair market value of which is to be determined by the Class B General Partners. If any Partner's Partnership Interest is not completely redeemed, such Partner's Capital Account is to be adjusted to reflect the decline in 18 Doelk-US147-548011,04Doc* USI:9734808v8 EFTA00587550 his, her or its Capital Account. Nothing herein shall be construed to create a right in a Partner to have his or her Partnership Interest redeemed. ARTICLE VII DISSOLUTION AND WINDING-UP 7.1 Events Occasioning Dissolution. The Partnership shall dissolve and terminate upon the first to occur of any of the following events: 7.1.1 The unanimous written consent of the Class B General Partners to dissolve the Partnership; 7.1.2 The entry of a decree of judicial dissolution under Section 17-802 of the Act; and 7.1.3 Except as provided in Section 17-801(3) of the Act, at any time there are no General Partners. 7.2 Winding-Up. The Partnership shall be allowed one year from the date of any event occasioning dissolution for the winding-up of its affairs and shall be allowed such additional time as may be reasonable for the orderly sale of the Partnership properties. 7.3 Liquidating Distributions. Upon the dissolution and winding-up of the Partnership, the assets of the Partnership shall be distributed in the following order of priority: 7.3.1 To the payment of the expenses of winding-up, including the establishment of any reserves against liabilities or obligations of the Partnership that the Class B General Partners deem appropriate, such reserves to be charged against the Partners' Capital Accounts according to the Percentage Interests of the Partners, which reserve, prior to payment 19 lloral-LASII9,7-54110164Dool: USI:9734808v8 EFTA00587551 of such liabilities and obligations, shall be placed in the hands of an escrow agent for such period and upon such terms as the Class B General Partners shall determine; and, then, 7.3.2 To the payment of other debts and liabilities of the Partnership and, then, 7.3.3 To the Partners in proportion to their Percentage Interests. ARTICLE VIII MANAGEMENT 8.1 Management by the General Partners. 8.1.1 Except as otherwise provided in this Agreement (including as provided in Section 2.1 hereof), the business affairs of the Partnership shall be managed exclusively by the 0003 A General Partners in accordance with the provisions of this Section 8.1.1 and Section 11.1 below. The Class A General Partners shall have all necessary powers to carry out the purposes and business of the Partnership, including, but not limited to investment decisions and all other powers not herein reserved to the Class B General Partners. The Class B General Partners shall have full and exclusive authority to make all decisions regarding (i) the timing or amount of distributions to the Partners (whether in cash or in kind); (ii) the timing or amount of additional capital contributions required of the Partners under Section 3.2; (iii) use of the Partnership property by the Partners, landing Partnership property for exhibitions and pledging tangible perconal property owned by the Partncrthip ao collateral for loano to the Partnerchip to the extent not otherwise rented for fair market value or loaned for exhibition; (iv) consent to the pledge of Partnership Interests as collateral for a Partner's loans; er-(v) dissolution of the Partnership under Section 7.1; and (viin) such other acts specifically provided in this Agreement and not reserved to the Class A General Partners. Notwithstanding the foregoing, the Class A General Partners 20 llot*-USIM-54$016.4Doc.: USI:97341108v8 EFTA00587552 may appoint officers of the Partnership or other authorized persons who shall be authorized to perform such actions for and on behalf of the Partnership as the Class A General Partners shall determine; provided, however, any appointment by the Class A General Partners shall be limited to the rights, powers and authority vested in the Class A General Partners. The President, Vice President, Secretary and Treasurer of the Partnership shall be the individuals as may be appointed by the Class A General Partners from time to time, which individuals shall serve until the earlier of their retirement, removal, death or disability. The Class A General Partners and/or, to the extent determined by the Class A General Partners, any officers appointed or authorized persons designated by the Class A General Partners, shall have all necessary powers to carry out the purposes of the Partnership (other than those powers expressly reserved to the Class B General Partners). The Class A General Partners may remove any officer or authorized person appointed by the Class A General Partners (whether or not such officer or authorized person was appointed by the then acting Class A General Partners) at any time, without cause. In exercising the powers granted by this Agreement and in performing the duties required by this Agreement with respect to the management and operation of the Partnership, each Class A and Class B General Partner, pursuant to general principles of law, has a fiduciary duty to act in the best interests of the Partnership and the Partners. 8.1.2 Except with respect to those powers reserved to the Class B General Partners, the Class A General Partners shall have full power to do everything in administering the Partnership that the Class A Ge