Common use of Assignees and Substituted Limited Partners Clause in Contracts

Assignees and Substituted Limited Partners. A. If a Limited Partner dies, the executor, administrator or trustee, or, if a Limited Partner is adjudicated incompetent or insane, the committee, guardian or conservator, or, if a Limited Partner becomes bankrupt, the trustee or receiver of the estate, shall have all the rights of a Limited Partner for the purpose of settling or managing the estate and such power as the decedent, incompetent, or bankrupt Limited Partner possessed to assign all or any part of the Units and to join with the assignee thereof in satisfying conditions precedent to such assignee becoming a Substituted Limited Partner. The death, dissolution, adjudication of incompetence or bankruptcy of a Limited Partner in and of itself shall not dissolve the Partnership. B. The Partnership will not recognize for any purpose any assignment of any Interest unless (i) there shall have been filed with the Partnership not less than 15 days prior to the first day of the next Fiscal Quarter commencing following such filing, a duly executed and acknowledged counterpart of the instrument making such assignment (in the form set forth on the reverse side of the Unit Certificate) signed by both the assignor and the assignee and a duly executed Application and Admission as Substituted Limited Partner, which instrument evidences, inter alia, the written acceptance by the assignee of all of the terms and provisions of this Agreement, and (ii) the General Partner has determined that such an assignment is permitted under Article Seven and evidenced such determination by executing the Application for Assignment and Admission as Substituted Limited Partner. Irrespective of whether or not any successor to a Limited Partner or a purported assignee of a Limited Partner's Interest hereunder provides the aforesaid instruments, any such Person shall be bound by the terms and provisions of this Agreement. C. Subject to the provisions of this subparagraph 7.02C, no assignee of a Limited Partner's Interest shall be entitled to become a Substituted Limited Partner unless: (i) the General Partner shall have given its written consent thereto, which consent may be withheld in its absolute discretion; (ii) the transferring Limited Partner and the assignee shall have executed and acknowledged such other instrument or instruments as the General Partner may deem necessary or desirable to effect such admission; (iii) the assignee shall have accepted, adopted, and approved in writing all of the terms and provisions of this Agreement, as the same may have been amended, and executed a power of attorney similar to the power of attorney granted in this Agreement; and (iv) the assignee shall pay or obligate itself to pay, as the General Partner may require, all reasonable expenses incurred in connection with his admission as a Substituted Limited Partner (except that the cost of any opinions of counsel referred to in this Article Seven shall be borne by the Partnership). An assignee of a Limited Partner's Interest shall become a Substituted Limited Partner only when the General Partner has reflected the admission of such Person as a Limited Partner in the books and records of the Partnership. The General Partner shall take action once each Fiscal Quarter to reflect in the books and records all Persons, if any, approved for admission to the Partnership as Substituted Limited Partners since the last such action. D. Limited Partners who shall have assigned all their interest in any Interests in accordance with the provisions of this Article Seven shall cease to be Limited Partners of the Partnership with respect to such Interests as of the date that such assignment is given effect the Partnership in accordance with the terms of this Article Seven. A purported assignment of an Interest not in accordance with the provisions of this Article Seven shall not be given effect for any purpose. E. Any Person who is the assignee of any of the Interest of a Limited Partner in accordance with the terms of this Article Seven, but who does not become a Substituted Limited Partner shall be entitled to all the rights of an assignee of a limited partner interest under the Act, including the right to receive distributions from the Partnership and the share of Net Profits, Gain, Net Losses, Loss and recapture income attributable to the Interests assigned to such Person, but shall not be deemed to be a holder of Units for any other purpose under this Agreement. In the event any such Person desires to make a further assignment of any such Interests, such Person shall be subject to all the provisions of this Article Seven to the same extent and in the same manner as any Limited Partner desiring to make an assignment of the Interests. In the event that Units are assigned in accordance with this Article Seven and such assignment is recognized by the General Partner in accordance with this Agreement but the assignee thereof is not admitted as a Substituted Limited Partner, such Units shall be voted in any matter presented to the Limited Partners for a vote in the same proportion as all Units held by Limited Partners are voted. F. There shall be no restrictions on the assignments of Interests except as provided in Article Six or this Article Seven. The Partnership shall not impose any fee on the assignment of Interests in excess of the lesser of the actual costs incurred by the Partnership in connection with such assignment or $150.

Assignees and Substituted Limited Partners. A. If a The Limited Partner dies, the executor, administrator or trustee, or, if a Limited Partner is adjudicated incompetent or insane, the committee, guardian or conservator, or, if a Limited Partner becomes bankrupt, the trustee or receiver of the estate, Partnership shall have all the rights of a Limited Partner for the purpose of settling or managing the estate and such power as the decedent, incompetent, or bankrupt Limited Partner possessed to assign all or any part of the Units and to join with the assignee thereof in satisfying conditions precedent to such assignee becoming a Substituted Limited Partner. The death, dissolution, adjudication of incompetence or bankruptcy of a Limited Partner in and of itself shall not dissolve the Partnership. B. The Partnership will not recognize for any purpose any purported sale, assignment or transfer of all or any fraction of the Interest of a Limited Partner unless (i) the provisions of Section 7.1 shall have been complied with and there shall have been filed with the Limited Partnership not less than 15 days prior to the first day a dated Notification of the next Fiscal Quarter commencing following such filingsale, a duly assignment or transfer, executed and acknowledged counterpart of the instrument making such assignment (in the form set forth on the reverse side of the Unit Certificate) signed by both the seller, assignor or transferor and the purchaser, assignee or transferee and a duly executed Application and Admission as Substituted Limited Partner, which instrument evidences, inter alia, such Notification (i) contains the written acceptance by the purchaser, assignee or transferee of all of the terms and provisions of this Agreement, Agreement and (ii) the General Partner has determined represents that such an sale, assignment or transfer was made in accordance with all applicable laws and regulations. Any sale, assignment or transfer shall be recognized by the Limited Partnership as effective on the date of such Notification if the date of such Notification is permitted under Article Seven within 30 days of the date on which such Notification is filed with the Limited Partnership, and evidenced otherwise shall be recognized as effective on the date such determination by executing Notification is filed with the Application for Assignment and Admission as Substituted Limited Partner. Irrespective of whether or not any successor to a Partnership. B. Any Limited Partner or a purported assignee which shall assign all of its Interest shall cease to be a Limited Partner's Interest hereunder provides the aforesaid instruments, any such Person shall be bound by the terms except that, unless and provisions of this Agreement. C. Subject to the provisions of this subparagraph 7.02C, no assignee of a Limited Partner's Interest shall be entitled to become until a Substituted Limited Partner unless: (i) the General is admitted in its stead, such assigning Limited Partner shall have given its written consent thereto, which consent may be withheld in its absolute discretion; (ii) retain the transferring Limited Partner statutory rights and the assignee shall have executed and acknowledged such other instrument or instruments as the General Partner may deem necessary or desirable to effect such admission; (iii) the assignee shall have accepted, adopted, and approved in writing all of the terms and provisions of this Agreement, as the same may have been amended, and executed a power of attorney similar to the power of attorney granted in this Agreement; and (iv) the assignee shall pay or obligate itself to pay, as the General Partner may require, all reasonable expenses incurred in connection with his admission as a Substituted Limited Partner (except that the cost of any opinions of counsel referred to in this Article Seven shall be borne by the Partnership). An assignee obligations of a Limited Partner's Interest shall become a Substituted Limited Partner only when under the General Partner has reflected the admission of such Person as a Limited Partner in the books and records of the Partnership. The General Partner shall take action once each Fiscal Quarter to reflect in the books and records all Persons, if any, approved for admission to the Partnership as Substituted Limited Partners since the last such actionAct. D. Limited Partners who shall have assigned all their interest in any Interests in accordance with the provisions of this Article Seven shall cease to be Limited Partners of the Partnership with respect to such Interests as of the date that such assignment is given effect the Partnership in accordance with the terms of this Article Seven. C. A purported assignment of an Interest not in accordance with the provisions of this Article Seven shall not be given effect for any purpose. E. Any Person who is the assignee of all or any fraction of the Interest of a Limited Partner in accordance with the terms of this Article Seven, but who does not become a Substituted Limited Partner shall be entitled to all the rights of an assignee of a limited partner interest under the Act, including the right to receive distributions from the Partnership and the share of Net Profits, Gain, Net Losses, Loss and recapture income attributable to the Interests assigned to such Person, but shall not be deemed to be a holder of Units for any other purpose under this Agreement. In the event any such Person desires to make a further assignment of any such Interests, such Person shall be subject to all the provisions of this Article Seven to the same extent and in the same manner as any Limited Partner desiring to make an assignment of its Interest. D. Any purchaser, assignee, transferee, donee, heir, legatee or other recipient of an Interest shall be admitted to the Interests. In the event that Units are assigned in accordance with this Article Seven and such assignment is recognized by the General Partner in accordance with this Agreement but the assignee thereof is not admitted Limited Partnership as a Substituted Limited Partner only with the Consent of the General Partners, which Consent may be granted or withheld by the General Partners at their sole and absolute discretion. The admission of such Person as a substituted Partner shall be evidenced by the execution by a General Partner of a certificate evidencing the admission of such Person as a Limited Partner and an amendment to this Agreement executed by a General Partner on its own behalf, as well as on behalf of each other Limited Partner, pursuant to the power of attorney granted pursuant to Section 12.5 of this Agreement and recorded or filed in the proper records of the State. E. No Person shall become a Substituted Limited Partner until such Units Person shall have satisfied the requirements of Section 10.2; provided, however, that for the purpose of allocating Profits, Losses, and items of income, gain, loss, cost, deductions, credits and Distributable Cash, a Person shall be voted treated as having become, and as appearing in any matter presented to the records of the Limited Partners for Partnership as, a vote in Limited Partner on such date as the same proportion as all Units held by Limited Partners are voted. F. There shall be no restrictions on the assignments of Interests except as provided in Article Six sale, assignment or this Article Seven. The Partnership shall not impose any fee on the assignment of Interests in excess of the lesser of the actual costs incurred transfer to such Person was recognized by the Limited Partnership in connection with such assignment or $150pursuant to Section 7.

Assignees and Substituted Limited Partners. A. If a Limited Partner dies, the his executor, administrator or trustee, or, if a Limited Partner he is adjudicated incompetent or insane, the his committee, guardian or conservator, or, if a Limited Partner becomes bankrupt, the trustee or receiver of the estate, shall have all the rights of a Limited Partner for the purpose of settling or managing the his estate and such power as the decedent, incompetent, decedent or bankrupt Limited Partner incompetent possessed to assign all or any part of the Units his Interest and to join with the assignee thereof in satisfying conditions precedent to such assignee becoming a Substituted Limited Partner. The death, dissolution, adjudication of incompetence or bankruptcy of a Limited Partner in and of itself shall not dissolve the Partnership. B. The Partnership will need not recognize for any purpose any assignment of all or any fraction of the Interest of a Limited Partner unless (i) there shall have been filed with the Partnership not less than 15 days prior to the first day of the next Fiscal Quarter commencing following such filing, a duly executed and acknowledged counterpart of the instrument making such assignment (in the form set forth on the reverse side of the Unit Certificate) signed by both the assignor and the assignee and a duly executed Application and Admission as Substituted Limited Partner, which such instrument evidences, inter alia, evidences the written acceptance by the assignee of all of the terms and provisions of this Agreement, Agreement and (ii) the General Partner has determined represents that such an assignment is permitted under Article Seven was made in accordance with all applicable laws and evidenced such determination by executing the Application for Assignment and Admission as Substituted regulations (including investment suitability requirements). C. Any Limited Partner. Irrespective of whether or not any successor Partner who shall assign all his Interest shall cease to be a Limited Partner or a purported assignee of a Limited Partner's Interest hereunder provides the aforesaid instrumentsPartnership, any such Person shall be bound by the terms except that unless and provisions of this Agreement. C. Subject to the provisions of this subparagraph 7.02C, no assignee of a Limited Partner's Interest shall be entitled to become until a Substituted Limited Partner unless: (i) the General is admitted in his stead, such assigning Limited Partner shall have given its written consent thereto, which consent may be withheld in its absolute discretion; (ii) retain the transferring statutory rights of an assignor of a limited partnership interest under the Uniform Limited Partner and the assignee shall have executed and acknowledged such other instrument or instruments as the General Partner may deem necessary or desirable to effect such admission; (iii) the assignee shall have accepted, adopted, and approved in writing all Partnership Act of the terms and provisions State of this Agreement, as the same may have been amended, and executed a power of attorney similar to the power of attorney granted in this Agreement; and (iv) the assignee shall pay or obligate itself to pay, as the General Partner may require, all reasonable expenses incurred in connection with his admission as a Substituted Limited Partner (except that the cost of any opinions of counsel referred to in this Article Seven shall be borne by the Partnership). An assignee of a Limited Partner's Interest shall become a Substituted Limited Partner only when the General Partner has reflected the admission of such Person as a Limited Partner in the books and records of the Partnership. The General Partner shall take action once each Fiscal Quarter to reflect in the books and records all Persons, if any, approved for admission to the Partnership as Substituted Limited Partners since the last such actionIllinois. D. Limited Partners who shall have assigned all their interest in any Interests in accordance with the provisions of this Article Seven shall cease to be Limited Partners of the Partnership with respect to such Interests as of the date that such assignment is given effect the Partnership in accordance with the terms of this Article Seven. A purported assignment of an Interest not in accordance with the provisions of this Article Seven shall not be given effect for any purpose. E. Any Person who is the an assignee of all or any fraction of the Interest of a Limited Partner and who has satisfied the requirements of Section 7.2B shall become a Substituted Limited Partner when such Person shall have satisfied the conditions of Section 11.2 and shall have paid all reasonable legal fees and filing costs in accordance connection with his substitution as a Limited Partner; provided, however, that the terms substitution of this Article Sevenany assignee of an Interest as a Substituted Limited Partner shall be subject to the consent of the Managing General Partner, but which consent may be granted or withheld in its sole discretion. Notwithstanding the time at which the conditions of Section 11.2 shall have been satisfied or such legal fees and filing costs shall have been paid and notwithstanding whether any assignee of an Interest shall have become a Substituted Limited Partner, any assignee of an Interest shall, (i) for the purposes of Section 4.4C, be recognized as a holder of Interests as of the first day of the calendar quarter in which such assignment occurs and (ii) for the purposes of Section 4.4D, be recognized as a holder of Interests as of the date specified by the parties in the instrument of assignment provided for in Section 7.2B. Notwithstanding the foregoing, the rights of an assignee of an Interest who does not become a Substituted Limited Partner by reason of nonconsent thereto by the Managing General Partner shall be entitled limited to all receipt of his share of Disbursable Cash, Sale or Refinancing Proceeds and Partnership Profits and Losses for Tax Purposes as determined under Article Four, and the rights of assignment to such an assignee shall be recognized not later than the last day of the calendar month following receipt of the instrument of assignment provided for in Section 7.2B. E. A Person who is the assignee of all or any fraction of the Interest of a limited partner interest under the Act, including the right to receive distributions from the Partnership and the share of Net Profits, Gain, Net Losses, Loss and recapture income attributable to the Interests assigned to such PersonLimited Partner, but shall does not be deemed to be become a holder of Units for any other purpose under this Agreement. In the event any such Person Substituted Limited Partner and desires to make a further assignment of any such InterestsInterest, such Person shall be subject to all the provisions of this Article Seven to the same extent and in the same manner as any Limited Partner desiring to make an assignment of the Interests. In the event that Units are assigned in accordance with this Article Seven and such assignment is recognized by the General Partner in accordance with this Agreement but the assignee thereof is not admitted as a Substituted Limited Partner, such Units shall be voted in any matter presented to the Limited Partners for a vote in the same proportion as all Units held by Limited Partners are votedhis Interest. F. There shall be no restrictions on the assignments assignment of Interests except as provided in Article Six or this Article Seven. The Partnership shall not impose any fee on the assignment of Interests in excess of the lesser of the actual costs incurred by the Partnership in connection with such assignment or $150.

Assignees and Substituted Limited Partners. A. If a Limited Partner dies, the executor, administrator his personal representative or trustee, or, if a Limited Partner he is adjudicated incompetent or insanean incompetent, the his committee, guardian or conservator, or, if a Limited Partner he becomes bankrupt, the trustee or receiver of the his estate, shall have all the rights of a Limited Partner for the purpose of settling or managing the his estate and such power as the decedent, incompetent, or bankrupt such Limited Partner possessed to assign all or any part of the Units his Interests and to join with the assignee thereof in satisfying conditions precedent to such assignee assignee's becoming a Substituted substituted Limited Partner. The death, dissolution, adjudication of incompetence or bankruptcy of a Limited Partner in and of itself shall not dissolve the Partnership. B. The No assignment of an Interest though otherwise permitted by Section 9.1, shall be valid and effective, and the Partnership will shall not recognize the same for any the purpose any assignment of any Interest unless (i) cash distributions or for the allocation of Profit or Loss, until there shall have been is filed with the Partnership not less than 15 days prior to the first day of the next Fiscal Quarter commencing following such filing, a duly executed and acknowledged counterpart of the General Partner an instrument making such assignment (in the form set forth writing on the reverse side of the Unit Certificate) signed forms provided by both the assignor and the assignee and a duly executed Application and Admission as Substituted Limited Partner, which instrument evidences, inter alia, the written acceptance by the assignee of all of the terms and provisions of this Agreement, and (ii) the General Partner has determined that such an assignment is permitted under Article Seven and evidenced such determination subscribed by executing both parties to the Application for Assignment and Admission as Substituted Limited Partner. Irrespective of whether or not any successor to a Limited Partner or a purported assignee of a Limited Partner's Interest hereunder provides the aforesaid instruments, any such Person shall be bound by the terms and provisions of this Agreementconveyance. C. Subject After receiving an executed assignment, the Partnership shall make all further distributions and allocate any Profit or Loss to the provisions assignee with respect to the Interests transferred, regardless of this subparagraph 7.02Cwhether such transfer, no assignee of as between the parties thereto, is or is intended to be a Limited Partner's Interest pledge, mortgage, encumbrance or other hypothecation, until such time as the Interests transferred shall be entitled to become a Substituted Limited Partner unless: (i) the General Partner shall have given its written consent thereto, which consent may be withheld in its absolute discretion; (ii) the transferring Limited Partner and the assignee shall have executed and acknowledged such other instrument or instruments as the General Partner may deem necessary or desirable to effect such admission; (iii) the assignee shall have accepted, adopted, and approved in writing all of the terms and provisions of this Agreement, as the same may have been amended, and executed a power of attorney similar to the power of attorney granted in this Agreement; and (iv) the assignee shall pay or obligate itself to pay, as the General Partner may require, all reasonable expenses incurred in connection with his admission as a Substituted Limited Partner (except that the cost of any opinions of counsel referred to in this Article Seven shall be borne by the Partnership). An assignee of a Limited Partner's Interest shall become a Substituted Limited Partner only when the General Partner has reflected the admission of such Person as a Limited Partner in the books and records of the Partnership. The General Partner shall take action once each Fiscal Quarter to reflect in the books and records all Persons, if any, approved for admission to the Partnership as Substituted Limited Partners since the last such action. D. Limited Partners who shall have assigned all their interest in any Interests further transferred in accordance with the provisions of this Article Seven Agreement. D. Any Limited Partner who shall assign all his Interests shall cease to be a Limited Partners Partner of the Partnership with respect Partnership, except that until the assignee is admitted as a Limited Partner such assigning Limited Partner shall retain the statutory rights of an assignor of a limited partnership interest under the laws of Wisconsin, including, without limitation, the right to such Interests vote on certain matters as herein set forth. The rights of the date that such assignment is given effect the Partnership in accordance with the terms of this Article Seven. A purported assignment an assignee of an Interest who does not in accordance with the provisions become a substituted Limited Partner shall be limited to receipt of this Article Seven shall not be given effect for any purposehis share of distributions, Profits and Losses. E. Any Person who is an assignee of one or more of the Interests and who is accepted as a Limited Partner by the General Partner, which acceptance may be granted or withheld in its sole discretion, shall become a substituted Limited Partner when such Person shall have satisfied the conditions of Article XIV and shall have paid all fees, charges and filing costs in connection with his substitution as a Limited Partner. F. A Person who is the assignee of any of the Interest Interests of a Limited Partner in accordance with the terms of this Article SevenPartner, but who does not become a Substituted substituted Limited Partner shall be entitled to all the rights of an assignee of a limited partner interest under the Act, including the right to receive distributions from the Partnership and the share of Net Profits, Gain, Net Losses, Loss and recapture income attributable to the Interests assigned to such Person, but shall not be deemed to be a holder of Units for any other purpose under this Agreement. In the event any such Person desires to make a further assignment of any of such Interests, such Person shall be subject to all the provisions of this Article Seven to the same extent and in the same manner as any a Limited Partner desiring to make an assignment of the his Interests. In the event that Units are assigned in accordance with this Article Seven and such assignment is recognized by the General Partner in accordance with this Agreement but the assignee thereof is not admitted as a Substituted Limited Partner, such Units shall be voted in any matter presented to the Limited Partners for a vote in the same proportion as all Units held by Limited Partners are voted. F. There shall be no restrictions on the assignments of Interests except as provided in Article Six or this Article Seven. The Partnership shall not impose any fee on the assignment of Interests in excess of the lesser of the actual costs incurred by the Partnership in connection with such assignment or $150.

Assignees and Substituted Limited Partners. A. If a Limited Partner dies, the executor, administrator or trustee, or, or if a Limited Partner is adjudicated incompetent or insane, the committee, guardian or conservator, or, if a Limited Partner becomes bankrupt, the trustee or receiver of the estate, shall have all the rights of a Limited Partner for the purpose of settling or managing the estate and such power as the decedent, incompetent, decedent or bankrupt Limited Partner incompetent possessed to assign all or any part of the Units and to join with the assignee thereof in satisfying conditions precedent to such assignee becoming a Substituted Limited Partner. The death, dissolution, adjudication of incompetence or bankruptcy of a Limited Partner in and of itself shall not dissolve the Partnership. B. The Except for an assignment permitted by the proviso to Section 7.01A, the Partnership will not recognize for any purpose any assignment of any Interest unless (i) there shall have been filed with the Partnership not less than 15 days prior to the first day of the next Fiscal Quarter Accounting Period commencing following such filing, a duly executed and acknowledged counterpart of the instrument making such assignment (in the form set forth on the reverse side of the Unit Certificate) signed by both the assignor and the assignee and a duly executed Application and Admission as Substituted Limited Partner, which such instrument evidences, inter alia, evidences the written acceptance by the assignee of all of the terms and provisions of this Agreement, Agreement and (ii) the General Partner has determined represents that such an assignment is permitted under Article Seven was made in accordance with all applicable laws and evidenced such determination by executing the Application for Assignment and Admission as Substituted Limited Partnerregulations (including investment suitability requirements). Irrespective of whether or not any successor to a Limited Partner or a purported an assignee of a Limited Partner's Interest hereunder provides the aforesaid instruments, any such Person shall be bound by the terms and provisions of this Agreement. As a condition to any voluntary assignment of an Interest, the General Partner may require that the assignor or the assignee of the Interest or their representatives provide to the Partnership information sufficient to permit counsel to the Partnership to determine that the assignment is not prohibited by this Article Seven. C. Subject to the provisions of this subparagraph Section 7.02C, no assignee of a Limited Partner's Interest shall be entitled to become a Substituted Limited Partner unless: : (i) the General Partner shall have given its written consent thereto, which consent may be withheld in its absolute discretion; ; (ii) the transferring Limited Partner and the assignee shall have executed and acknowledged such other instrument or instruments as the General Partner may deem necessary or desirable to effect such admission; ; (iii) the assignee shall have accepted, adopted, adopted and approved in writing all of the terms and provisions of this Agreement, as the same may have been amended, and executed a power of attorney similar to the power of attorney granted in this Agreement; and and (iv) the assignee shall pay or obligate itself to pay, as the General Partner may require, all reasonable expenses incurred in connection with his admission as a Substituted Limited Partner (except that the cost of any opinions of counsel referred to in this Article Seven shall be borne by the Partnership)Partner. An assignee of a Limited Partner's Interest shall become a Substituted Limited Partner only when the General Partner has reflected the admission of such Person as a Limited Partner in the books and records of the Partnership. The General Partner shall take action once each Fiscal Quarter to reflect in the books and records all Persons, if any, approved for admission admitted to the Partnership as Substituted Limited Partners since the last such action. D. Limited Partners who shall have assigned all of their interest in any Interests in accordance with the provisions of this Article Seven shall cease to be Limited Partners of the Partnership with respect to such Interests as of the date that such assignment is given effect by the Partnership in accordance with the terms of this Article Seven. A purported assignment of an Interest not in accordance with the provisions of this Article Seven shall not be given effect for any purpose. E. Any Person who is the assignee of the Interest of a Limited Partner in accordance with the terms of this Article Seven, and who has satisfied the requirements of Sections 7.01, 7.02B, and 7.02C shall become a Substituted Limited Partner when the General Partner has accepted such Person as a Limited Partner and the books and records of the Partnership reflect such Person as admitted to the Partnership as a Limited Partner and when such Person shall have satisfied the conditions of Section 11.02A and shall have paid all reasonable legal fees and filing costs in connection with the substitution as a Limited Partner; provided, however, that the General Partner's Consent to the substitution of any assignee of an Interest as a Substituted Limited Partner may be granted or withheld in its sole discretion. F. Any Person who is the assignee of any of the Interest of a Limited Partner in accordance with the terms of this Article Seven, but who does not become a Substituted Limited Partner shall be entitled to all the rights of an assignee of a limited partner interest under the Act, including the right to receive distributions from the Partnership and the share of Net Profits, Gain, Net Losses, Loss Loss, and recapture income any specially allocated items attributable to the Partnership Interests assigned to such Person, but shall not be deemed to be a holder of Units for any other purpose under this Agreement. In the event any such Person desires to make a further assignment of any such Interests, such Person shall be subject to all the provisions of this Article Seven to the same extent and in the same manner as any Limited Partner desiring to make an assignment of the Interests. In . G. Any Limited Partner who assigns or exchanges all or any portion of a Unit must notify the event that Units are assigned in accordance with this Article Seven and Partnership of such assignment is recognized or exchange. Such notification must be in writing and must be within fifteen days of the exchange. Such notification must include the names and addresses of the transferor and transferee, the taxpayer identification numbers of the transferor and the transferee, the date of the assignment or exchange, and any other information required by the General Partner in accordance with this Agreement but the assignee thereof is not admitted as a Substituted Limited Partner, such Units shall be voted in any matter presented to the Limited Partners for a vote in the same proportion as all Units held by Limited Partners are voted. F. H. There shall be no restrictions on the assignments of Interests except as provided in Article Six or this Article Seven. The Partnership shall not impose any fee on the assignment of Interests in excess of the lesser of the actual costs incurred by the Partnership in connection with such assignment or $150.

Assignees and Substituted Limited Partners. A. If a Limited Partner dies, the his executor, administrator or trustee, or, if a Limited Partner he is adjudicated incompetent or insane, the his committee, guardian or conservator, or, if a Limited Partner becomes bankrupt, the trustee or receiver of the estate, shall have all the rights of a Limited Partner for the purpose of settling or managing the his estate and such power as the decedent, incompetent, decedent or bankrupt Limited Partner incompetent possessed to assign all or any part of the Units his Interest and to join with the assignee thereof in satisfying conditions precedent to such assignee becoming a Substituted Limited Partner. The death, dissolution, adjudication of incompetence or bankruptcy of a Limited Partner in and of itself shall not dissolve the Partnership. B. The Partnership will need not recognize for any purpose any assignment of all or any fraction of the Interest of a Limited Partner unless (i) there shall have been filed with the Partnership not less than 15 days prior to the first day of the next Fiscal Quarter commencing following such filing, a duly executed and acknowledged counterpart of the instrument making such assignment (in the form set forth on the reverse side of the Unit Certificate) signed by both the assignor and the assignee and a duly executed Application and Admission as Substituted Limited Partner, which such instrument evidences, inter alia, evidences the written acceptance by the assignee of all of the terms and provisions of this Agreement, Agreement and (ii) the General Partner has determined represents that such an assignment is permitted under Article Seven was made in accordance with all applicable laws and evidenced such determination by executing regulations (including investment suitability requirements). C. Any Limited Partner who shall assign all his Interest shall cease to be a Limited Partner of the Application for Assignment Partnership, except that unless and Admission as until a Substituted Limited Partner. Irrespective Partner is admitted in his stead, such assigning Limited Partner shall retain the statutory rights of whether an assignor of a limited partnership interest under the Uniform Limited Partnership Act of the State of Illinois. D. Any Person who is an assignee of all or not any successor fraction of the Interest to a Limited Partner or a purported assignee and who has satisfied the requirements of a Limited Partner's Interest hereunder provides the aforesaid instruments, any such Person shall be bound by the terms and provisions of this Agreement. C. Subject to the provisions of this subparagraph 7.02C, no assignee of a Limited Partner's Interest shall be entitled to become a Substituted Limited Partner unless: (i) the General Partner shall have given its written consent thereto, which consent may be withheld in its absolute discretion; (ii) the transferring Limited Partner and the assignee shall have executed and acknowledged such other instrument or instruments as the General Partner may deem necessary or desirable to effect such admission; (iii) the assignee shall have accepted, adopted, and approved in writing all of the terms and provisions of this Agreement, as the same may have been amended, and executed a power of attorney similar to the power of attorney granted in this Agreement; and (iv) the assignee shall pay or obligate itself to pay, as the General Partner may require, all reasonable expenses incurred in connection with his admission as a Substituted Limited Partner (except that the cost of any opinions of counsel referred to in this Article Seven shall be borne by the Partnership). An assignee of a Limited Partner's Interest Section 7.2B shall become a Substituted Limited Partner only when such Per- son shall have satisfied the General Partner has reflected the admission conditions of such Person Section 11,3 and shall have paid all reasonable legal fees and filing costs in connection with his substitution as a Limited Partner; provided. however, that the substitution of any assignee of an Interest as a Substituted Limited Partner in shall be subject to the books and records consent of the Partnership. The Managing General Partner Partner, which consent may be granted or withheld in its sole discretion, notwithstanding the time at which the conditions of Section 11.2 shall take action once each Fiscal Quarter to reflect in the books have been satisfied or such legal fees and records all Persons, if any, approved for admission to the Partnership as filing costs shall have been paid and notwithstanding whether any assignee of an Interest shall have become a Substituted Limited Partners since Partner, any assignee of an Interest shall, (i) for the last such action. D. Limited Partners who shall have assigned all their interest in any purposes of Section 4.4C, be recognized as a holder of Interests in accordance with the provisions of this Article Seven shall cease to be Limited Partners as of the Partnership with respect to first day of the calendar quarter in which such assignment occurs and (it) for the purposes of Section 4.4D, be recognized as a holder of Interests as of the date that such specified by the parties in the instrument of assignment is given effect provided for in Section 7.2B. Notwithstanding the Partnership in accordance with foregoing, the terms rights of this Article Seven. A purported assignment an assignee of an Interest not in accordance with the provisions of this Article Seven shall not be given effect for any purpose. E. Any Person who is the assignee of any of the Interest of a Limited Partner in accordance with the terms of this Article Seven, but who does not become a Substituted Limited Partner by reason of nonconsent thereto by the Managing General Partner shall be entitled limited to all receipt of his share of Disbursable Cash, Sale or Refinancing Proceeds and Partnership Profits and Losses for Tax Purposes as determined under Article Four, and the rights of assignment to such an assignee shall be recognized not later than the last day of the calendar month following receipt of the instrument of assignment provided for in Section 7.2B. E. A Person who is the assignee of all or any fraction of the Interest of a limited partner interest under the Act, including the right to receive distributions from the Partnership and the share of Net Profits, Gain, Net Losses, Loss and recapture income attributable to the Interests assigned to such PersonLimited Partner, but shall does not be deemed to be become a holder of Units for any other purpose under this Agreement. In the event any such Person Substituted Limited Partner and desires to make a further assignment of any such InterestsInterest, such Person shall be subject to all the provisions of this Article Seven to the same extent and in the same manner as any Limited Partner desiring to make an assignment of the Interests. In the event that Units are assigned in accordance with this Article Seven and such assignment is recognized by the General Partner in accordance with this Agreement but the assignee thereof is not admitted as a Substituted Limited Partner, such Units shall be voted in any matter presented to the Limited Partners for a vote in the same proportion as all Units held by Limited Partners are votedhis Interest. F. There shall be no restrictions on the assignments assignment of Interests except as provided in Article Six or this Article Seven. The Partnership shall not impose any fee on the assignment of Interests in excess of the lesser of the actual costs incurred by the Partnership in connection with such assignment or $150.

Assignees and Substituted Limited Partners. A. If a Limited Partner dies, the his executor, administrator or trustee, or, if a Limited Partner he is adjudicated incompetent or insane(including by reason of insanity), the his committee, guardian or conservator, or, if a Limited Partner he becomes bankrupt, the receiver or trustee or receiver of the his estate, shall have all the rights of a Limited Partner for the purpose of settling or managing the his estate and such power as the decedent, incompetent, decedent or incompetent or bankrupt Limited Partner Person possessed to assign all or any part of the Units his Interest and to join with the assignee thereof in satisfying conditions precedent to such assignee becoming a Substituted Limited Partner. The death, dissolution, adjudication of incompetence or bankruptcy of a Limited Partner in and of itself shall not dissolve the Partnership. B. The Partnership will shall recognize as the Assignee Holder of Additional Limited Partnership Interests each Person to whom the Initial Limited Partner assigns Additional Limited Partnership Interests which are purchased in the public offering pursuant to Section 3.3 (including pursuant to Section 3.3G as of such dates from time to time during the offering period as the General Partner shall determine (which in no event shall be later than the date on which the funds of such Assignee Holder are released from the escrow deposit account) provided that (a) the Partnership has received the capital set forth on Schedule A with respect to the Additional Limited Partnership Interests of such Assignee Holder and (b) the Initial Limited Partner has executed an instrument of assignment, in form and substance satisfactory to the General Partner, setting forth the name and address of such Assignee Holder to whom such Additional Limited Partnership Interests are being assigned. C. Except as provided in Section 7.2B above, the Partnership shall not recognize for any purpose any assignment with respect to all or any fraction of any a Limited Partnership Interest unless (i) there shall have been filed with the Partnership not less than 15 days prior to the first day of the next Fiscal Quarter commencing following such filing, a duly executed and acknowledged counterpart of the instrument making such assignment (in the form set forth on the reverse side of the Unit Certificate) signed by both the assignor and the assignee and a duly executed Application and Admission as Substituted Limited Partner, which such instrument evidences, inter alia, evidences the written acceptance by the assignee of all of the terms and provisions of this Agreement, Agreement and represents that such assignment was made in accordance with all applicable laws and regulations (ii) including investment suitability requirements). Such instrument shall be accompanied by a transfer fee not in excess of $100 that shall be paid to the Partnership or an Affiliate of the General Partner has determined that to cover all actual, necessary and reasonable expenses, fees and filing costs in connection with such an assignment is permitted under Article Seven and evidenced such determination by executing the Application for Assignment and Admission as Substituted Limited Partnertransfer. Irrespective of whether or not any successor to a Limited Partner or a purported Any assignee of a Limited Partner's Partnership Interest hereunder provides shall, for the aforesaid instrumentspurposes of Section 4.3C, any such Person shall be bound by recognized as a Holder of Interests as of the terms and provisions first day of the fiscal quarter next succeeding the fiscal quarter in which the General Partner actually receives the instrument of assignment that complies with the requirements of this Agreement. C. Subject to the provisions of this subparagraph 7.02CSection 7.2C; provided, however, that except as provided in Section 7.2B above, no assignee of a Limited Partner's Partnership Interest shall be entitled to become recognized as a Substituted Limited Partner unless: (i) the General Partner shall have given its written consent thereto, which consent may be withheld in its absolute discretion; (ii) the transferring Limited Partner and the assignee shall have executed and acknowledged such other instrument or instruments as the General Partner may deem necessary or desirable to effect such admission; (iii) the assignee shall have accepted, adopted, and approved in writing all Holder of the terms and provisions of this Agreement, as the same may have been amended, and executed a power of attorney similar Interests prior to the power first fiscal quarter following the fiscal quarter during which the final issuance of attorney granted in this Agreement; andAdditional Limited Partnership Interests pursuant to Section 3.3 occurs. (iv) the assignee shall pay D. Any Person who is an Assignee Holder of all or obligate itself to pay, as the General Partner may require, all reasonable expenses incurred in connection with his admission as a Substituted Limited Partner (except that the cost of any opinions of counsel referred to in this Article Seven shall be borne by the Partnership). An assignee fraction of a Limited Partner's Partnership Interest shall may become a Substituted Limited Partner only when the General Partner has reflected the admission of such Person as a Limited Partner in shall have satisfied the books conditions of Section 7.2C and records of the PartnershipSection 11.2. The General Partner shall take action once each Fiscal Quarter agrees to reflect inform such Assignee Holder, within 60 days of receipt by the Partnership of the items set forth in the books Sections 7.2C and records all Persons11.2A herein, if any, approved for admission he has been rejected as a Substituted Limited Partner. Assignee Holders (and any assignees with respect to the any Limited Partnership as Interests of such Assignee Holders) who effect such a transfer and become Substituted Limited Partners since will not be permitted subsequently to reassign their Limited Partnership Interests to the last such action. D. Initial Limited Partners who shall have assigned all their interest in any Interests in accordance with the provisions of this Article Seven shall cease to be Limited Partners of the Partnership with respect to such Interests as of the date that such assignment is given effect the Partnership in accordance with the terms of this Article SevenPartner and once more become Assignee Holders. A purported assignment The right of an Interest not in accordance with the provisions of this Article Seven shall not be given effect for any purpose. E. Any Person who is the assignee of any of the Interest of a Limited Partner in accordance with the terms of this Article Seven, but who does not to become a Substituted Limited Partner shall be entitled to all the rights of an assignee of a limited partner interest under the Act, including the right to receive distributions from the Partnership and the share of Net Profits, Gain, Net Losses, Loss and recapture income attributable subject to the Interests assigned written Consent of the General Partner, which Consent may be granted or denied in the sole and absolute discretion of the General Partner and prior to the giving of such PersonConsent, but such substitution shall not be deemed to be effective. The written Consent or a holder notice of Units for any other purpose under this Agreement. In the event any such Person desires to make a further assignment denial of any such Interests, such Person Consent shall be subject to all the provisions of this Article Seven given to the same extent and in assignee not later than the same manner as any Limited Partner desiring to make an assignment last day of the Interests. In calendar month following the event that Units are assigned in accordance with this Article Seven month the General Partner actually receives the executed Signature Page and Power of Attorney and such assignment is recognized other document or documents as may reasonably be requested by the General Partner in accordance with this Agreement but the assignee thereof is and payment of an amount (not admitted as a Substituted Limited Partner, such Units shall be voted in any matter presented to the Limited Partners for a vote in the same proportion as all Units held by Limited Partners are voted. F. There shall be no restrictions on the assignments of Interests except as provided in Article Six or this Article Seven. The Partnership shall not impose any fee on the assignment of Interests in excess of the lesser of the actual $100) required to cover all actual, necessary and reasonable expenses, fees and filing costs incurred by the Partnership in connection with such assignment or $150substitution. The voting rights of a Substituted Limited Partner who transfers his entire economic interest in any Additional Limited Partnership Interests will terminate with respect to such Additional Limited Partnership Interests upon such transfer.

Assignees and Substituted Limited Partners. A. If a The Limited Partner dies, the executor, administrator or trustee, or, if a Limited Partner is adjudicated incompetent or insane, the committee, guardian or conservator, or, if a Limited Partner becomes bankrupt, the trustee or receiver of the estate, Partnership shall have all the rights of a Limited Partner for the purpose of settling or managing the estate and such power as the decedent, incompetent, or bankrupt Limited Partner possessed to assign all or any part of the Units and to join with the assignee thereof in satisfying conditions precedent to such assignee becoming a Substituted Limited Partner. The death, dissolution, adjudication of incompetence or bankruptcy of a Limited Partner in and of itself shall not dissolve the Partnership. B. The Partnership will not recognize for any purpose any purported sale, assignment or transfer of all or any fraction of the Interest of a Limited Partner unless (i) the provisions of Section 7.1 shall have been complied with and there shall have been filed with the Limited Partnership not less than 15 days prior to the first day a dated Notification of the next Fiscal Quarter commencing following such filingsale, a duly assignment or transfer, executed and acknowledged counterpart of the instrument making such assignment (in the form set forth on the reverse side of the Unit Certificate) signed by both the seller, assignor or transferor and the purchaser, assignee or transferee and a duly executed Application and Admission as Substituted Limited Partner, which instrument evidences, inter alia, such Notification (i) contains the written acceptance by the purchaser, assignee or transferee of all of the terms and provisions of this Agreement, Agreement and (ii) the General Partner has determined represents that such an sale, assignment or transfer was made in accordance with all applicable laws and regulations. Any sale, assignment or transfer shall be recognized by the Limited Partnership as effective on the date of such Notification if the date of such Notification is permitted under Article Seven within 30 days of the date on which such Notification is filed with the Limited Partnership, and evidenced otherwise shall be recognized as effective on the date such determination by executing Notification is filed with the Application for Assignment and Admission as Substituted Limited Partner. Irrespective of whether or not any successor to a Partnership. B. Any Limited Partner or a purported assignee which shall assign all of its Interest shall cease to be a Limited Partner's Interest hereunder provides the aforesaid instruments, any such Person shall be bound by the terms except that, unless and provisions of this Agreement. C. Subject to the provisions of this subparagraph 7.02C, no assignee of a Limited Partner's Interest shall be entitled to become until a Substituted Limited Partner unless: (i) the General is admitted in its stead, such assigning Limited Partner shall have given its written consent thereto, which consent may be withheld in its absolute discretion; (ii) retain the transferring Limited Partner statutory rights and the assignee shall have executed and acknowledged such other instrument or instruments as the General Partner may deem necessary or desirable to effect such admission; (iii) the assignee shall have accepted, adopted, and approved in writing all of the terms and provisions of this Agreement, as the same may have been amended, and executed a power of attorney similar to the power of attorney granted in this Agreement; and (iv) the assignee shall pay or obligate itself to pay, as the General Partner may require, all reasonable expenses incurred in connection with his admission as a Substituted Limited Partner (except that the cost of any opinions of counsel referred to in this Article Seven shall be borne by the Partnership). An assignee obligations of a Limited Partner's Interest shall become a Substituted Limited Partner only when under the General Partner has reflected the admission of such Person as a Limited Partner in the books and records of the Partnership. The General Partner shall take action once each Fiscal Quarter to reflect in the books and records all Persons, if any, approved for admission to the Partnership as Substituted Limited Partners since the last such actionAct. D. Limited Partners who shall have assigned all their interest in any Interests in accordance with the provisions of this Article Seven shall cease to be Limited Partners of the Partnership with respect to such Interests as of the date that such assignment is given effect the Partnership in accordance with the terms of this Article Seven. C. A purported assignment of an Interest not in accordance with the provisions of this Article Seven shall not be given effect for any purpose. E. Any Person who is the assignee of all or any fraction of the Interest of a Limited Partner in accordance with the terms of this Article Seven, but who does not become a Substituted Limited Partner shall be entitled to all the rights of an assignee of a limited partner interest under the Act, including the right to receive distributions from the Partnership and the share of Net Profits, Gain, Net Losses, Loss and recapture income attributable to the Interests assigned to such Person, but shall not be deemed to be a holder of Units for any other purpose under this Agreement. In the event any such Person desires to make a further assignment of any such Interests, such Person shall be subject to all the provisions of this Article Seven to the same extent and in the same manner as any Limited Partner desiring to make an assignment of its Interest. D. Any purchaser, assignee, transferee, donee, heir, legatee or other recipient of an Interest shall be admitted to the InterestsLimited Partnership as a Substituted Limited Partner only with the Consent of the General Partners, which Consent may be granted or withheld by the General Partners at their sole and absolute discretion. The admission of such Person as a substituted Partner shall be evidenced by the execution by a General Partner of a certificate evidencing the admission of such Person as a Limited Partner and an amendment to this Agreement executed by a General Partner on its own behalf, as well as on behalf of each other Limited Partner, pursuant to the power of attorney granted pursuant to Section 12.5 of this Agreement and recorded or filed in the proper records of the State. E. No Person shall become a Substituted Limited Partner until such Person shall have satisfied the requirements of Section 10.2; provided, however, that for the purpose of allocating Profits, Losses, and items of income, gain, loss, cost, deductions, credits and Distributable Cash, a Person shall be treated as having become, and as appearing in the records of the Limited Partnership as, a Limited Partner on such date as the sale, assignment or transfer to such Person was recognized by the Limited Partnership pursuant to Section 7.3A. F. Each Limited Partner shall indemnify and hold harmless the Limited Partnership, the General Partners and their Affiliates and every Limited Partner who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of or arising from any actual or alleged misrepresentation or misstatement of facts or omission to state facts made (or omitted to be made) by such Limited Partner in connection with any assignment, transfer, encumbrance or other disposition of all or any part of an Interest, or the admission of a Substituted Limited Partner to the Limited Partnership, against expenses for which the Limited Partnership or such other Person has not otherwise been reimbursed (including attorneys' fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by it in connection with such action, suit or proceeding. G. At the end of each calendar quarter in which (i) a Substituted Limited Partner has been approved for admission by the General Partners or (ii) there has been any return of the Capital Contributions of the Limited Partners, the General Partners shall file an amended certificate of limited partnership with the appropriate authorities of each state in which the Limited Partnership transacts business for the purpose of adding as Substituted Limited Partners all assignees of Interests previously approved by the General Partners for admission as Substituted Limited Partners and for reflecting accurately the Capital Contributions of the Limited Partners. (i) Each Limited Partner represents and warrants that such person does not own, directly or indirectly, more than 20% of the outstanding stock of the General Partners or any of their Affiliates as defined in Section 1504(a) of the Code. (ii) Each Limited Partner further represents and warrants that the following statements are true: (a) if such Limited Partner is an individual, such Limited Partner is a U.S. citizen, and is 21 years of age or older; if such Limited Partner is a partnership or an association, all of its members are of such citizenship; if such Limited Partner is a corporation, it is authorized and otherwise duly qualified to hold an Interest in the Limited Partnership; (b) such Limited Partner has thoroughly read the Prospectus and this Agreement and understands the nature of the risks involved in the proposed investment; (c) such Limited Partner is experienced in investment and business matters; (d) such Limited Partner, or in the case of an IRA or Employee Benefit Plxx (as those terms are defined in the Prospectus), each beneficiary of such Limited Partner has (x) a net worth, exclusive of home, furnishings and automobiles of at least $25,000 and had during the last tax year, or estimates that such Limited Partner will have during the current year, "taxable income" as defined in Section 63 of the Code, of $25,000 or more (income of $20,000 in California), or (y) a net worth, exclusive of home, furnishings and automobiles of at least $90,000 ($75,000 in California) or (z) satisfies any more restrictive suitability requirements imposed by applicable Blue Sky laws; (e) such Limited Partner recognizes that the Limited Partnership will be newly organized and will have no history of operations or earnings and is a speculative venture; (f) such Limited Partner understands that the transferability of such Limited Partner's Interest(s) in the Limited Partnership is restricted pursuant to the provisions of the Agreement and that such Limited Partner cannot expect to be able to liquidate such Limited Partner's investment readily in case of emergency; and (g) unless otherwise indicated in such Limited Partner's Subscription Agreement and Power of Attorney, such Limited Partner is the sole party in interest in such Limited Partner's Interest and, as such, is vested with all legal and equitable rights in such Interest. (iii) In the event that the General Partners believe any of the representations made by a Limited Partner in Section 7.3H were untrue at the time of such Limited Partner's acquisition of an Interest or if the General Partners believe any of the representations made in Section 7.3H(i) and (ii)(a) become untrue at any time during the time that such Limited Partner is a Limited Partner, the General Partners shall have the right, exercisable at their sole discretion, within 60 days after the receipt of knowledge of such untruth or the recognition of such belief, to buy such Limited Partner's Interest in the Limited Partnership at a purchase price calculated in a manner identical to the manner set forth in Section 7.5 of this Agreement. In the event that Units are assigned in accordance with this Article Seven and such assignment is recognized by the General Partner Partners believe the representation contained in accordance Section 7.3H(ii) (g) has become untrue at any time with this Agreement but the assignee thereof is not admitted as respect to a Substituted Limited Partner, such Units Limited Partner shall immediately file with the General Partners (i) a statement signed by the Limited Partner and the other interested parties setting forth the nature and the extent of the interest of each, and the nature of the agreement between them, and (ii) such other information, statements, and grants of powers of attorney as may be requested by the General Partners. The effective date of any purchase made pursuant to this Section shall be voted in any matter presented the first day of the calendar month during which the General Partners give notice to the Limited Partners for a vote in the same proportion as all Units held by Limited Partners are votedPartner of their desire to exercise their rights of purchase hereunder. F. There shall be no restrictions on the assignments of Interests except as provided in Article Six or this Article Seven. The Partnership shall not impose any fee on the assignment of Interests in excess of the lesser of the actual costs incurred by the Partnership in connection with such assignment or $150.

Assignees and Substituted Limited Partners. A. If a Limited Partner dies, the executor, administrator or trustee, or, if a Limited Partner is adjudicated incompetent or insane, the committee, guardian or conservator, or, if a Limited Partner becomes bankrupt, the trustee or receiver of the estate, shall have all the rights of a Limited Partner for the purpose of settling or managing the estate and such power as the decedent, incompetent, or bankrupt Limited Partner possessed to assign all or any part of the Units and to join with the assignee thereof in satisfying conditions precedent to such assignee becoming a Substituted Limited Partner. The death, dissolution, adjudication of incompetence or bankruptcy of a Limited Partner in and of itself shall not dissolve the Partnership. B. The Partnership will not recognize for any purpose any assignment of any Interest unless (i) there shall have been filed with the Partnership not less than 15 days prior to the first day of the next Fiscal Quarter commencing following such filing, a duly executed and acknowledged counterpart of the instrument making such assignment (in the form set forth on the reverse side of the Unit Certificate) signed by both the assignor and the assignee and a duly executed Application and Admission as Substituted Limited Partner, which such instrument evidences, inter alia, the written acceptance by the assignee of all of the terms and provisions of this AgreementAgreement and represents that such assignment was made in accordance with all applicable laws and regulations (including investment suitability standards), and (ii) the General Partner has determined that such an assignment is permitted under this Article Seven and evidenced such determination by executing the Application for Assignment and Admission as Substituted Limited PartnerSeven. Irrespective of whether or not any successor to a Limited Partner or a purported assignee of a Limited Partner's Interest hereunder provides the aforesaid instruments, any such Person shall be bound by the terms and provisions of this Agreement. As a condition to any voluntary assignment of an Interest, the General Partner may require that the assignor or the assignee of the Interest or their respective representatives provide to the Partnership information sufficient to permit counsel to the Partnership to determine that the assignment is not prohibited by this Article Seven. C. Subject to the provisions of this subparagraph 7.02C, no assignee of a Limited Partner's Interest shall be entitled to become a Substituted Limited Partner unless: (i) the General Partner shall have given its written consent thereto, which consent may be withheld in its absolute discretion; (ii) the transferring Limited Partner and the assignee shall have executed and acknowledged such other instrument or instruments as the General Partner may deem necessary or desirable to effect such admission; (iii) the assignee shall have accepted, adopted, and approved in writing all of the terms and provisions of this Agreement, as the same may have been amended, and executed a power of attorney similar to the power of attorney granted in this Agreement; and (iv) the assignee shall pay or obligate itself to pay, as the General Partner may require, all reasonable expenses incurred in connection with his admission as a Substituted Limited Partner (except that the cost of any opinions of counsel referred to in this Article Seven shall be borne by the Partnership). An assignee of a Limited Partner's Interest shall become a Substituted Limited Partner only when the General Partner has reflected the admission of such Person as a Limited Partner in the books and records of the Partnership. The General Partner shall take action once each Fiscal Quarter to reflect in the books and records all Persons, if any, approved for admission to the Partnership as Substituted Limited Partners since the last such action. D. Limited Partners who shall have assigned all their interest in any Interests in accordance with the provisions of this Article Seven shall cease to be Limited Partners of the Partnership with respect to such Interests as of the date that such assignment is given effect by the Partnership in accordance with the terms of this Article Seven. A purported assignment of an Interest not in accordance with the provisions of this Article Seven shall not be given effect for any purpose. E. Any Person who is the assignee of the Interest of a Limited Partner in accordance with the terms of this Article Seven, and who has satisfied the requirements of Sections 7.01, 7.02B, and 7.02C shall become a Substituted Limited Partner when the General Partner has accepted such Person as a Limited Partner and the books and records of the Partnership reflect such Person as admitted to the Partnership as a Limited Partner and when such Person shall have satisfied the conditions of Section 11.02A and shall have paid all reasonable legal fees and filing costs in connection with the substitution as a Limited Partner; provided, however, that the General Partner's Consent to the substitution of any assignee of an Interest as a Substituted Limited Partner may be granted or withheld in its sole discretion. F. Any Person who is the assignee of any of the Interest of a Limited Partner in accordance with the terms of this Article Seven, but who does not become a Substituted Limited Partner shall be entitled to all the rights of an assignee of a limited partner interest under the Act, including the right to receive distributions from the Partnership and the share of Net Profits, Gain, Net Losses, Loss Loss, and recapture income any specially allocated items attributable to the Interests assigned to such Person, but shall not be deemed to be a holder of Units for any other purpose under this Agreement. In the event any such Person desires to make a further assignment of any such Interests, such Person shall be subject to all the provisions of this Article Seven to the same extent and in the same manner as any Limited Partner desiring to make an assignment of the Interests. In the event that Units are assigned in accordance with this Article Seven and such assignment is recognized by the General Partner in accordance with this Agreement but the assignee thereof is not admitted as a Substituted Limited Partner, such Units shall be voted in any matter presented to the Limited Partners for a vote in the same proportion as all Units held by Limited Partners are voted. F. G. Any Limited Partner who assigns or exchanges all or any portion of a Unit must notify the Partnership of such assignment or exchange. Such notification must be in writing and must be within fifteen days of the exchange. Such notification must include the names and addresses of the transferor and transferee, the taxpayer identification numbers of the transferor and the transferee, the date of the assignment or exchange, and any other information required by the General Partner. H. There shall be no restrictions on the assignments of Interests except as provided in Article Six or this Article Seven. The Partnership shall not impose any fee on the assignment of Interests in excess of the lesser of the actual costs incurred by the Partnership in connection with such assignment or $150.