2 Assignments or Transfers of Interest (a) Except as otherwise provided in Section 7.2(f), in no event shall all or any part of a Limited Partner's Interest be assigned or transferred unless it is a Permitted Transfer or all of the following conditions are satisfied to the reasonable satisfaction of the General Partner or waived by the General Partner: (I) The assignor has delivered to the General Partner an opinion of counsel reasonably acceptable to the General Partner that such transfer or assignment would not violate the Securities Act or any blue sky laws (including any investor suitability standards); (II) Such transfer would not cause the Partnership to lose its status as a partnership for federal income tax purposes or cause the Partnership to become subject to the Investment Company Act of 1940, as amended; (in) Such transfer will not require the General Partner or any of its Affiliates or any Affiliate of the General Partner that is not registered under the Investment Advisers Act of 1940, as amended (Advisers Act), or the Partnership, to register as an investment adviser under the Advisers Act; (iv) Either (A) such transfer would constitute a disregarded transfer for purposes of Treasury Regulation Section 1.7704-1(e) and would not constitute a transfer through an interdealer quotation system for purposes of Treasury Regulation Section 1.7704-l(b)(5) or (B) the transfer is not being made on an established securities market or a secondary market (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code and the Treasury Regulations thereunder; (v) Such transfer would not cause all or any portion of the assets of the Partnership to constitute plan assets under ERISA or the Code or to constitute assets of any ERISA Partner for the purposes of ERISA or to be subject to the provisions of 100