Limited Partnership Agreement. Nothing in this Agreement shall diminish any of your obligations as Limited Partner thereunder.

Filing of Certificate and Perfection of Limited Partnership. The General Partner shall execute, acknowledge, record and file at the expense of the Partnership, the Certificate any and all amendments thereto and all requisite fictitious name statements and notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Partnership conducts business.

Amendment of Agreement and Certificate of Limited Partnership. For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment to Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 8.2 hereof.

“Certificate of Limited Partnership” means the Certificate of Limited Partnership of the Partnership as filed with the Secretary of State of the State of Delaware on April 2, 2004.

Subject to the provisions of [Sections 9.2(b), (c) and (d)], no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent shall not unreasonably be withheld. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.

“Organizational Documents” – # the articles or certificate of incorporation and the bylaws of a corporation; # the articles of organization and resolutions of a limited liability company; # the certificate of limited partnership and limited partnership agreement of a limited partnership; and # any amendment to any of the foregoing.

“Organizational Documents” – # the articles or certificate of incorporation and the bylaws of a corporation; # the articles of organization and resolutions of a limited liability company; # the certificate of limited partnership and limited partnership agreement of a limited partnership; and # any amendment to any of the foregoing.

“Organizational Documents” means # the articles or certificate of incorporation and the bylaws of a corporation, # the partnership agreement and any statement of partnership of a general partnership, # the limited partnership agreement and the certificate of limited partnership of a limited partnership, # the articles or certificate of formation or organization and limited liability company or operating agreement of a limited liability company, # any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person, and # any amendment to any of the foregoing.

#[[LAC:Organization]]

“Organizational Documents” means: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the certificate of formation and limited liability company agreement, operating agreement, or similar agreement of a limited liability company; (c) the partnership agreement and any statement of partnership of a general partnership; (d) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (e) any charter or agreement or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (f) any amendment to or restatement of any of the above[[Parties:Organization]]