Common use of ASSIGNMENT OF ASSIGNEE UNITS TO INVESTORS; TRANSFERABILITY OF LIMITED PARTNER INTERESTS AND UNITS Clause in Contracts

ASSIGNMENT OF ASSIGNEE UNITS TO INVESTORS; TRANSFERABILITY OF LIMITED PARTNER INTERESTS AND UNITS. Section 7.1 Assignment of Assignee Units to Investors A. Pursuant to Sections 3.2 and 7.1C hereof, the Assignor Limited Partner shall assign to each Investor Assignee Units equal to the number of Units purchased by each Investor in the Offering. B. Except as provided in Section 7.1.A above, the Assignor Limited Partner may not transfer a Limited Partnership Interest without the prior written consent of the General Partner. The Assignor Limited Partner shall have no right to vote or consent with respect to Units owned by the Assignor Limited Partner for its own account and such Units shall not be considered outstanding Units for purposes of determining whether the Majority Vote of the Investors or the Consent of the Investors has occurred. The Assignor Limited Partner, by the execution of this Agreement, acknowledges and agrees that the Assignor Limited Partner's management will have fiduciary responsibility for the safekeeping and use of all funds and assets of the Investors, whether or not in the Assignor Limited Partner's management's possession or control, and that the management of the Assignor Limited Partner will not employ, or permit another to employ such funds or assets in any manner except for the exclusive benefit of the Investor. The Assignor Limited Partner agrees not to contract away the fiduciary duty owed to the Investors by the Assignor Limited Partner's management under the common law of agency. C. Except as set forth in Section 7.1F, the Assignor Limited Partner, by the execution of this Agreement, irrevocably transfers and assigns to the Investors all of the Assignor Limited Partner's rights and interest in and to the Assigned Limited Partnership Interests, as of the time that payment for such Assigned Limited Partnership Interests is received by the Partnership and such Assigned Limited Partnership Interests are credited to the Assignor Limited Partner on the books and records of the Partnership. The rights and interest so transferred and assigned shall include, without limitation, the following: (i) all rights to receive distributions of uninvested Capital Contributions pursuant to Sections 3.2 and 3.3; (ii) all rights to receive cash distributions pursuant to Article IV; (iii) all rights in respect to allocations of Profit and Loss pursuant to Article IV; (iv) all other rights in respect of determinations of allocations and distributions pursuant to Article IV; (v) all rights to consent to the admission of Successor or Additional General Partners pursuant to Sections 6.1 and 6.2; (vi) all rights to receive any proceeds of liquidation of the Partnership pursuant to Section 8.2; (vii) all rights to inspect books and records and to receive reports pursuant to Article X; (viii) all voting rights, rights to attend or call meetings and other such rights; and(ix) all rights which the Limited Partners have, or may have in the future, under the Act. D. The General Partner, by the execution of this Agreement, irrevocably consents to and acknowledges that (i) the foregoing transfer and assignment pursuant to Section 7.1 by the Assignor Limited Partner to the Investors of the Assignor Limited Partner's rights and interest in the Assigned Limited Partnership Interests is effective, and (ii) the Investors are intended to be and shall be third party beneficiaries of all rights and privileges of the Assignor Limited Partner's in respect of the Assigned Limited Partnership Interests. The General Partner covenants and agrees that, in accordance with the foregoing transfer and assignment, all the Assignor Limited Partner's rights and privileges in respect of Assigned Limited Partnership Interests may be exercised by the Investors including, without limitation, those cited in Section 7.1. E. In accordance with the transfer and assignment described in Section 7.1, Investors shall have the same rights that the Limited Partners have under this Agreement and under the Act. F. Notwithstanding the assignment of the Assigned Limited Partnership Interests referred to in this Section 7.1, the Assignor Limited Partner shall retain legal title to and be and remain a Limited Partner of the Partnership.

ASSIGNMENT OF ASSIGNEE UNITS TO INVESTORS; TRANSFERABILITY OF LIMITED PARTNER INTERESTS AND UNITS. Section 7.1 Assignment of the Assignee Units to Investors A. Pursuant to Sections 3.2 and 7.1C 0.xX hereof, the Assignor Limited Partner shall assign to each Investor Assignee Units equal to the number of Units purchased by each Investor in the Offering. B. Except as provided in Section 7.1.A above, the Assignor Limited Partner may not transfer a Limited Partnership Interest without the prior written consent of the General Partner. The Assignor Limited Partner shall have no right to vote or consent with respect to Units owned by the Assignor Limited Partner for its own account and such Units shall not be considered outstanding Units for purposes of determining whether the Majority Vote of the Investors or the Consent of the Investors has occurred. The Assignor Limited Partner, by the execution of this Agreement, acknowledges and agrees that the Assignor Limited Partner's management will have fiduciary responsibility for the safekeeping and use of all funds and assets of the Investors, whether or not in the Assignor Limited Partner's management's possession or control, and that the management of the Assignor Limited Partner will not employ, or permit another to employ such funds or assets in any manner except for the exclusive benefit of the Investor. The Assignor Limited Partner agrees not to contract away the fiduciary duty owed to the Investors by the Assignor Limited Partner's management under the common law of agency. C. Except as set forth in Section 7.1F7.1G, the Assignor Limited Partner, by the execution of this Agreement, irrevocably transfers and assigns to the Investors all of the Assignor Limited Partner's rights and interest in and to the Assigned Limited Partnership Interests, as of the time that payment for such Assigned Limited Partnership Interests is received by the Partnership and such Assigned Limited Partnership Interests are credited to the Assignor Limited Partner on the books and records of the Partnership. The rights and interest so transferred and assigned shall include, without limitation, the following: : (i) all rights to receive distributions of uninvested Capital Contributions pursuant to Sections Sec- tions 3.2 and 3.3; ; (ii) all rights to receive cash distributions pursuant to Article IV; ArticleIV; (iii) all rights in respect to allocations of Profit and Loss pursuant to Article IV; ; (iv) all other rights in respect of determinations of allocations and distributions pursuant to Article IV; , (v) all rights to consent to the admission of Successor or Additional General Partners pursuant to Sections 6.1 and 6.2; ; (vi) all rights to receive any proceeds of liquidation of the Partnership pursuant to Section 8.2; ; (vii) all rights to inspect books and records and to receive reports pursuant to Article X; ; (viii) all voting rights, rights to attend or call meetings and other such rights; and(ixand (ix) all rights which the Limited Partners have, or may have in the future, under the Act. D. The General Partner, by the execution of this Agreement, irrevocably consents to and acknowledges that (i) the foregoing transfer and assignment pursuant to Section 7.1 by the Assignor Limited Partner to the Investors of the Assignor Limited Partner's rights and interest in the Assigned Limited Partnership Interests is effective, and (ii) the Investors are intended to be and shall be third party beneficiaries of all rights and privileges of the Assignor Limited Partner's Partner in respect of the Assigned Limited Partnership Interests. The General Partner covenants and agrees that, in accordance with the foregoing transfer and assignment, all the Assignor Limited Partner's rights and privileges in respect of Assigned Limited Partnership Interests may be exercised by the Investors including, without limitation, those cited in Section 7.1. E. In accordance with the transfer and assignment described in Section 7.1, Investors shall have the same rights that the Limited Partners have under this Agreement and under the Act. F. Notwithstanding the assignment of the Assigned Limited Partnership Interests referred to in this Section 7.1, the Assignor Limited Partner shall retain legal title to and be and remain a Limited Partner of the Partnership.

ASSIGNMENT OF ASSIGNEE UNITS TO INVESTORS; TRANSFERABILITY OF LIMITED PARTNER INTERESTS AND UNITS. Section 7.1 Assignment of Assignee Units to Investors Investors A. Pursuant to Sections 3.2 and 7.1C hereof, the Assignor Limited Partner shall assign to each Investor Assignee Units equal to the number of Units purchased by each Investor in the Offering. . B. Except as provided in Section 7.1.A above, the Assignor Limited Partner may not transfer a Limited Partnership Interest without the prior written consent of the General Partner. The Assignor Limited Partner shall have no right to vote or consent with respect to Units owned by the Assignor Limited Partner for its own account and such Units shall not be considered outstanding Units for purposes of determining whether the Majority Vote of the Investors or the Consent of the Investors has occurred. The Assignor Limited Partner, by the execution of this Agreement, acknowledges and agrees that the Assignor Limited Partner's management will have fiduciary responsibility for the safekeeping and use of all funds and assets of the Investors, whether or not in the Assignor Limited Partner's management's possession or control, and that the management of the Assignor Limited Partner will not employ, or permit another to employ such funds or assets in any manner except for the exclusive benefit of the Investor. The Assignor Limited Partner agrees not to contract away the fiduciary duty owed to the Investors by the Assignor Limited Partner's management under the common law of agency. . C. Except as set forth in Section 7.1F, the Assignor Limited Partner, by the execution of this Agreement, irrevocably transfers and assigns to the Investors all of the Assignor Limited Partner's rights and interest in and to the Assigned Limited Partnership Interests, as of the time that payment for such Assigned Limited Partnership Interests is received by the Partnership and such Assigned Limited Partnership Interests are credited to the Assignor Limited Partner on the books and records of the Partnership. The rights and interest so transferred and assigned shall include, without limitation, the following: (i) all rights to receive distributions of uninvested Capital Contributions pursuant to Sections 3.2 and 3.3; (ii) all rights to receive cash distributions pursuant to Article IV; (iii) all rights in respect to allocations of Profit and Loss pursuant to Article IV; (iv) all other rights in respect of determinations of allocations and distributions pursuant to Article IV; (v) all rights to consent to the admission of Successor or Additional General Partners pursuant to Sections 6.1 and 6.2; (vi) all rights to receive any proceeds of liquidation of the Partnership pursuant to Section 8.2; (vii) all rights to inspect books and records and to receive reports pursuant to Article X; (viii) all voting rights, rights to attend or call meetings and other such rights; and(ix) all rights which the Limited Partners have, or may have in the future, under the Act. D. The General Partner, by the execution of this Agreement, irrevocably consents to and acknowledges that (i) the foregoing transfer and assignment pursuant to Section 7.1 by the Assignor Limited Partner to the Investors of the Assignor Limited Partner's rights and interest in the Assigned Limited Partnership Interests is effective, and (ii) the Investors are intended to be and shall be third party beneficiaries of all rights and privileges of the Assignor Limited Partner's in respect of the Assigned Limited Partnership Interests. The General Partner covenants and agrees that, in accordance with the foregoing transfer and assignment, all the Assignor Limited Partner's rights and privileges in respect of Assigned Limited Partnership Interests may be exercised by the Investors including, without limitation, those cited in Section 7.1. E. In accordance with the transfer and assignment described in Section 7.1, Investors shall have the same rights that the Limited Partners have under this Agreement and under the Act. F. Notwithstanding the assignment of the Assigned Limited Partnership Interests referred to in this Section 7.1, the Assignor Limited Partner shall retain legal title to and be and remain a Limited Partner of the Partnership.and

ASSIGNMENT OF ASSIGNEE UNITS TO INVESTORS; TRANSFERABILITY OF LIMITED PARTNER INTERESTS AND UNITS. Section 7.1 Assignment of the Assignee Units to Investors Investors A. Pursuant to Sections 3.2 and 7.1C 7.lC hereof, the Assignor Limited Assignox Xxmited Partner shall assign to each Investor Assignee Units equal to the number of Units purchased by each Investor in the Offering. . B. Except as provided in Section 7.1.A above, the Assignor Limited Partner may not transfer a Limited Partnership Interest without the prior written consent of the General Partner. The Assignor Limited Partner shall have no right to vote or consent with respect to Units owned by the Assignor Limited Partner for its own account and such Units shall not be considered outstanding Units for purposes of determining whether the Majority Vote of the Investors or the Consent of the Investors has occurred. The Assignor Limited Partner, by the execution of this Agreement, acknowledges and agrees that the Assignor Limited Partner's management will have fiduciary responsibility for the safekeeping and use of all funds and assets of the Investors, whether or not in the Assignor Limited Partner's management's possession or control, and that the management of the Assignor Limited Partner will not employ, or permit another to employ such funds or assets in any manner except for the exclusive benefit of the Investor. The Assignor Limited Partner agrees not to contract away the fiduciary duty owed to the Investors by the Assignor Limited Partner's management under the common law of agency. . C. Except as set forth in Section 7.1F7.1G, the Assignor Limited Partner, by the execution of this Agreement, irrevocably transfers and assigns to the Investors all of the Assignor Limited Partner's rights and interest in and to the Assigned Limited Partnership Interests, as of the time that payment for such Assigned Limited Partnership Interests is received by the Partnership and such Assigned Limited Partnership Interests are credited to the Assignor Limited Partner on the books and records of the Partnership. The rights and interest so transferred and assigned shall include, without limitation, the following: (i) all rights to receive distributions of uninvested Capital Contributions pursuant to Sections Sec- tions 3.2 and 3.3; (ii) all rights to receive cash distributions pursuant to Article IVArticleIV; (iii) all rights in respect to allocations of Profit and Loss pursuant to Article IV; (iv) all other rights in respect of determinations of allocations and distributions pursuant to Article IV; , (v) all rights to consent to the admission of Successor or Additional General Partners pursuant to Sections 6.1 and 6.2; (vi) all rights to receive any proceeds of liquidation of the Partnership pursuant to Section 8.2; (vii) all rights to inspect books and records and to receive reports pursuant to Article X; (viii) all viii)all voting rights, rights to attend or call meetings and other such rights; and(ix) all rights which the Limited Partners have, or may have in the future, under the Act. D. The General Partner, by the execution of this Agreement, irrevocably consents to and acknowledges that (i) the foregoing transfer and assignment pursuant to Section 7.1 by the Assignor Limited Partner to the Investors of the Assignor Limited Partner's rights and interest in the Assigned Limited Partnership Interests is effective, and (ii) the Investors are intended to be and shall be third party beneficiaries of all rights and privileges of the Assignor Limited Partner's in respect of the Assigned Limited Partnership Interests. The General Partner covenants and agrees that, in accordance with the foregoing transfer and assignment, all the Assignor Limited Partner's rights and privileges in respect of Assigned Limited Partnership Interests may be exercised by the Investors including, without limitation, those cited in Section 7.1. E. In accordance with the transfer and assignment described in Section 7.1, Investors shall have the same rights that the Limited Partners have under this Agreement and under the Act. F. Notwithstanding the assignment of the Assigned Limited Partnership Interests referred to in this Section 7.1, the Assignor Limited Partner shall retain legal title to and be and remain a Limited Partner of the Partnership.and

ASSIGNMENT OF ASSIGNEE UNITS TO INVESTORS; TRANSFERABILITY OF LIMITED PARTNER INTERESTS AND UNITS. Section 7.1 Assignment of the Assignee Units to Investors Investors A. Pursuant to Sections 3.2 and 7.1C hereof, the Assignor Limited Partner shall assign to each Investor Assignee Units equal to the number of Units purchased by each Investor in the Offering. . B. Except as provided in Section 7.1.A above, the Assignor Limited Partner may not transfer a Limited Partnership Interest without the prior written consent of the General PartnerPartners. The Assignor Limited Partner shall have no right to vote or consent with respect to Units owned by the Assignor Limited Partner for its own account and such Units shall not be considered outstanding Units for purposes of determining whether the Majority Vote of the Investors or the Consent of the Investors has occurred. The Assignor Limited Partner, by the execution of this Agreement, acknowledges and agrees that the Assignor Limited Partner's Partners management will have fiduciary responsibility for the safekeeping and use of all funds and assets of the Investors, whether or not in the Assignor Limited Partner's Partners management's possession or control, and that the management of the Assignor Limited Partner will not employ, or permit another to employ employ, such funds or assets in any manner except for the exclusive benefit of the Investor. The Assignor Limited Partner agrees not to contract away the fiduciary duty owed to the Investors by the Assignor Limited Partner's management under the common law of agency. . C. Except as set forth in Section 7.1F7.1G, the Assignor Limited Partner, by the execution of this Agreement, irrevocably transfers and assigns to the Investors all of the Assignor Limited Partner's rights and interest in and to the Assigned Limited Partnership Interests, as of the time that payment for such Assigned Limited Partnership Interests is received by the Partnership Fund and such Assigned Limited Partnership Interests are credited to the Assignor Limited Partner on the books and records of the PartnershipFund. The rights and interest so transferred and assigned shall include, without limitation, the following: (i) all rights to receive distributions of uninvested Capital Contributions pursuant to Sections Sec- tions 3.2 and 3.3; (ii) all rights to receive cash distributions pursuant to Article IV; (iii) all rights in respect to allocations of Profit and Loss pursuant to Article IV; (iv) all other rights in respect of determinations of allocations and distributions pursuant to Article IV; (v) all rights to consent to the admission of Successor successor or Additional additional General Partners pursuant pursu- ant to Sections 6.1 and 6.2; (vi) all rights to receive any proceeds of liquidation of the Partnership Fund pursuant to Section 8.2; (vii) all rights to inspect books and records and to receive reports pursuant to Article X; (viii) all voting rights, rights to attend or call meetings and other such rights; and(ixand (ix) all rights which the Limited Partners have, or may have in the future, under the Act. . D. The General PartnerPartners, by the execution of this Agreement, irrevocably consents consent to and acknowledges acknowledge that (i) the foregoing transfer and assignment pursuant to Section 7.1 by the Assignor Limited Partner to the Investors of the Assignor Limited Partner's rights and interest in the Assigned Limited Partnership Interests is effective, and (ii) the Investors are intended to be and shall be third party beneficiaries of all rights and privileges of the Assignor Limited Partner's in respect of the Assigned Limited Partnership Interests. The General Partner covenants and agrees that, in accordance with the foregoing transfer and assignment, all the Assignor Limited Partner's rights and privileges in respect of Assigned Limited Partnership Interests may be exercised by the Investors including, without limitation, those cited in Section 7.1. E. In accordance with the transfer and assignment described in Section 7.1, Investors shall have the same rights that the Limited Partners have under this Agreement and under the Act. F. Notwithstanding the assignment of the Assigned Limited Partnership Interests referred to in this Section 7.1, the Assignor Limited Partner shall retain legal title to and be and remain a Limited Partner of the Partnership.A-28

ASSIGNMENT OF ASSIGNEE UNITS TO INVESTORS; TRANSFERABILITY OF LIMITED PARTNER INTERESTS AND UNITS. Section 7.1 Assignment of the Assignee Units to Investors A. Pursuant to Sections 3.2 and 7.1C hereof, the Assignor Limited Partner shall assign to each Investor Assignee Units equal to the number of Units purchased by each Investor in the Offering. B. Except as provided in Section 7.1.A above, the Assignor Limited Partner may not transfer a Limited Partnership Interest without the prior written consent of the General PartnerPartners. The Assignor Limited Partner shall have no right to vote or consent with respect to Units owned by the Assignor Limited Partner for its own account and such Units shall not be considered outstanding Units for purposes of determining whether the Majority Vote of the Investors or the Consent of the Investors has occurred. The Assignor Limited Partner, by the execution of this Agreement, acknowledges and agrees that the Assignor Limited Partner's Partners management will have fiduciary responsibility for the safekeeping and use of all funds and assets of the Investors, whether or not in the Assignor Limited Partner's Partners management's possession or control, and that the management of the Assignor Limited Partner will not employ, or permit another to employ employ, such funds or assets in any manner except for the exclusive benefit of the Investor. The Assignor Limited Partner agrees not to contract away the fiduciary duty owed to the Investors by the Assignor Limited Partner's management under the common law of agency. C. Except as set forth in Section 7.1F7.1G, the Assignor Limited Partner, by the execution of this Agreement, irrevocably transfers and assigns to the Investors all of the Assignor Limited Partner's rights and interest in and to the Assigned Limited Partnership Interests, as of the time that payment for such Assigned Limited Partnership Interests is received by the Partnership Fund and such Assigned Limited Partnership Interests are credited to the Assignor Limited Partner on the books and records of the PartnershipFund. The rights and interest so transferred and assigned shall include, without limitation, the following: : (i) all rights to receive distributions of uninvested Capital Contributions pursuant to Sections Sec- tions 3.2 and 3.3; ; (ii) all rights to receive cash distributions pursuant to Article IV; ; (iii) all rights in respect to allocations of Profit and Loss pursuant to Article IV; ; (iv) all other rights in respect of determinations of allocations and distributions pursuant to Article IV; ; (v) all rights to consent to the admission of Successor successor or Additional additional General Partners pursuant pursu- ant to Sections 6.1 and 6.2; ; (vi) all rights to receive any proceeds of liquidation of the Partnership Fund pursuant to Section 8.2; ; (vii) all rights to inspect books and records and to receive reports pursuant to Article X; ; (viii) all voting rights, rights to attend or call meetings and other such rights; and(ixand (ix) all rights which the Limited Partners have, or may have in the future, under the Act. D. The General PartnerPartners, by the execution of this Agreement, irrevocably consents consent to and acknowledges acknowledge that (i) the foregoing transfer and assignment pursuant to Section 7.1 by the Assignor Limited Partner to the Investors of the Assignor Limited Partner's rights and interest in the Assigned Limited Partnership Interests is effective, and (ii) the Investors are intended to be and shall be third party beneficiaries of all rights and privileges of the Assignor Limited Partner's in respect of the Assigned Limited Partnership Interests. The General Partner covenants and agrees that, in accordance with the foregoing transfer and assignment, all the Assignor Limited Partner's rights and privileges in respect of Assigned Limited Partnership Interests may be exercised by the Investors including, without limitation, those cited in Section 7.1. E. In accordance with the transfer and assignment described in Section 7.1, Investors shall have the same rights that the Limited Partners have under this Agreement and under the Act. F. Notwithstanding the assignment of the Assigned Limited Partnership Interests referred to in this Section 7.1, the Assignor Limited Partner shall retain legal title to and be and remain a Limited Partner of the Partnership.Assignor

ASSIGNMENT OF ASSIGNEE UNITS TO INVESTORS; TRANSFERABILITY OF LIMITED PARTNER INTERESTS AND UNITS. Section 7.1 Assignment of the Assignee Units to Investors A. Pursuant to Sections 3.2 and 7.1C 7.lC hereof, the Assignor Limited Partner Pxxxxer shall assign to each Investor Assignee Units equal to the number of Units purchased by each Investor in the Offering. B. Except as provided in Section 7.1.A above, the Assignor Limited Partner may not transfer a Limited Partnership Interest without the prior written consent of the General Partner. The Assignor Limited Partner shall have no right to vote or consent with respect to Units owned by the Assignor Limited Partner for its own account and such Units shall not be considered outstanding Units for purposes of determining whether the Majority Vote of the Investors or the Consent of the Investors has occurred. The Assignor Limited Partner, by the execution of this Agreement, acknowledges and agrees that the Assignor Limited Partner's management will have fiduciary responsibility for the safekeeping and use of all funds and assets of the Investors, whether or not in the Assignor Limited Partner's management's possession or control, and that the management of the Assignor Limited Partner will not employ, or permit another to employ such funds or assets in any manner except for the exclusive benefit of the Investor. The Assignor Limited Partner agrees not to contract away the fiduciary duty owed to the Investors by the Assignor Limited Partner's management under the common law of agency. C. Except as set forth in Section 7.1F7.1G, the Assignor Limited Partner, by the execution of this Agreement, irrevocably transfers and assigns to the Investors all of the Assignor Limited Partner's rights and interest in and to the Assigned Limited Partnership Interests, as of the time that payment for such Assigned Limited Partnership Interests is received by the Partnership and such Assigned Limited Partnership Interests are credited to the Assignor Limited Partner on the books and records of the Partnership. The rights and interest so transferred and assigned shall include, without limitation, the following: : (i) all rights to receive distributions of uninvested Capital Contributions pursuant to Sections Sec- tions 3.2 and 3.3; ; (ii) all rights to receive cash distributions pursuant to Article IV; ArticleIV; (iii) all rights in respect to allocations of Profit and Loss pursuant to Article IV; ; (iv) all other rights in respect of determinations of allocations and distributions pursuant to Article IV; , (v) all rights to consent to the admission of Successor or Additional General Partners pursuant to Sections 6.1 and 6.2; ; (vi) all rights to receive any proceeds of liquidation of the Partnership pursuant to Section 8.2; ; (vii) all rights to inspect books and records and to receive reports pursuant to Article X; ; (viii) all voting rights, rights to attend or call meetings and other such rights; and(ixand (ix) all rights which the Limited Partners have, or may have in the future, under the Act. D. The General Partner, by the execution of this Agreement, irrevocably consents to and acknowledges that (i) the foregoing transfer and assignment pursuant to Section 7.1 by the Assignor Limited Partner to the Investors of the Assignor Limited Partner's rights and interest in the Assigned Limited Partnership Interests is effective, and (ii) the Investors are intended to be and shall be third party beneficiaries of all rights and privileges of the Assignor Limited Partner's Partner in respect of the Assigned Limited Partnership Interests. The General Partner covenants and agrees that, in accordance with the foregoing transfer and assignment, all the Assignor Limited Partner's rights and privileges in respect of Assigned Limited Partnership Interests may be exercised by the Investors including, without limitation, those cited in Section 7.1. E. In accordance with the transfer and assignment described in Section 7.1, Investors shall have the same rights that the Limited Partners have under this Agreement and under the Act. F. Notwithstanding the assignment of the Assigned Limited Partnership Interests referred to in this Section 7.1, the Assignor Limited Partner shall retain legal title to and be and remain a Limited Partner of the Partnership.