Common use of Limited Partners and Special Partners Clause in Contracts

Limited Partners and Special Partners. 1. The General Partner may, pursuant to this Article XV, (a) admit as a substituted Limited Partner or Special Partner any successor in interest to a Limited Partner or Special Partner either deceased or under legal disability, and (b) admit as substituted Limited Partners or Special Partners assignees of Limited Partners or Special Partners. 2. A substituted Limited Partner or Special Partner is a person admitted to all the rights of a Limited Partner or Special Partner. An assignee is a person to whom a Limited Partner or Special Partner has assigned his interest in the Partnership but who has not become a substituted Limited Partner or Special Partner. An assignee shall have no right to require any information or account of the Partnership's transactions or to inspect the Partnership's books but shall only be entitled to receive the share of the profits, or the return of the capital contribution, to which his assignor would otherwise be entitled as set forth in Section 5 of this Paragraph C. 3. No assignee of the whole or any portion of a Limited Partner's or Special Partner's interest in the Partnership shall have the right to become a substituted Limited Partner or Special Partner in place of his assignor unless all of the following conditions are satisfied: (a) The written consent of the General Partner to such substitution shall be obtained, the granting or denial of which shall be within the absolute discretion of the General Partner; (b) The duly executed written instrument of assignment setting forth the intention of the assignor that the assignee become a substituted Limited Partner or Special Partner in his place shall have been filed with the Partnership; (c) The interests in the Partnership being acquired by the assignee shall consist of at least five (5) percent of the limited partner or special partner interest (and unless otherwise prohibited by any applicable "Blue Sky" laws, a minimum of three (3) percent of the limited partner or special partner interest may be acquired or retained by an Individual Retirement Account ("IRA") xstablished under section 408 of the Internal Revenue Code of 1954, as amended) and, if the assignor shall retain any limited partner or special partner interest, such retention shall consist of at least five (5) percent of the limited partner or special partner interest (provided, however, unless prohibited by any 29 30 applicable "Blue Sky" laws, three (3) percent of the limited partner or special partner interest may be retained by an IRA); (d) The assignor and assignee shall execute and acknowledge such other instruments as the General Partner may deem necessary or desirable to effect such assignment and admission, including the written acceptance and adoption by the assignee of the provisions of this Agreement and his execution, acknowledgment and delivery to the General Partner of a Power of Attorney, the form and content of which are more fully described in Article XIX hereof; and (e) The assignee shall pay a transfer fee not to exceed $50.00 per transaction to the Partnership. 4. Any person admitted to the Partnership as a Partner shall be subject to all of the provisions; of this Agreement as if originally a party to it. 5. Subject to the provisions of Section 11 of this Paragraph C. compliance with the suitability standards imposed by the Partnership, applicable "Blue Sky" laws and the applicable rules of any other governmental authority, a Limited Partner or Special Partner shall have the right to assign the whole or any portion (not less than five (5) percent of the limited partner or special partner interest and, if he shall retain any limited partner or special partner interest, subject to his retaining not less than five (5) percent of the limited partner or special partner interest provided, however, unless prohibited by any applicable "Blue Sky" laws, three (3) percent of the limited partner or special partner interest may be acquired or retained by an IRA) xx his Partnership Interest by a written assignment the terms of which are not in contravention of any of the provisions of this Agreement, which assignment has been executed by the assignor and received by the Partnership and recorded on the books thereof. Any assignment in contravention of any of the provisions of this Section 5 shall be of no force and effect and shall not be binding upon or recognized by the Partnership. (a) Except as provided in Subsection (c) below, Paragraph A of Article VIII hereof and Paragraph D or Article IX hereof, an assignee of a Partner's Partnership Interest shall be entitled to receive distributions of cash or other property from the Partnership attributable to the interest acquired by reason of such assignment from and after the effective date of the assignment of such interest to him. The "effective date" of an assignment of an interest in the Partnership as used in this Subsection shall be the last day of the month in which the written instrument of assignment, in form and substance satisfactory to the General Partner, is received by the General Partner. (b) The net profits and net losses attributable to an interest in the Partnership assigned during any year shall be

Limited Partners and Special Partners. 1. The General Partner may, pursuant to this Article XV, (a) admit as a substituted Limited Partner or Special Partner any successor in interest to a Limited Partner or Special Partner either deceased or under legal disability, and (b) admit as substituted Limited Partners or Special Partners assignees of Limited Partners or Special Partners. 2. A substituted Limited Partner or Special Partner is a person Person admitted to all the rights of a Limited Partner or Special Partner. An assignee is a person Person to whom a Limited Partner or Special Partner has assigned his interest in the Partnership but who has not become a substituted Limited Partner or Special Partner. An assignee shall have no right to require any information or account of the Partnership's transactions or to inspect the Partnership's books and records but shall only be entitled to receive the share of the profits, or the return of the capital contribution, to which his assignor would otherwise be entitled as set forth in Section 5 of this Paragraph C. 3. No assignee of the whole or any portion of a Limited Partner's or Special Partner's interest in the Partnership shall have the right to become a substituted Limited Partner or Special Partner in place of his assignor unless all of the following conditions are satisfied: (a) The written consent of the General Partner to such substitution shall be obtained, the granting or denial of which shall be within the absolute discretion of the General Partner; (b) The duly executed written instrument of assignment setting forth the intention of the assignor that the assignee become a substituted Limited Partner or Special Partner in his place shall have been filed with the Partnership; (c) The interests in the Partnership being acquired by the assignee shall consist of at least five (5) percent of the limited partner or special partner interest (and unless otherwise prohibited by any applicable "Blue Sky" laws, a minimum of three (3) two percent of the limited partner or special partner interest may be acquired or retained by for an Individual Retirement Account ("IRA") xstablished under section 408 of the Internal Revenue Code of 1954, as amendedAccount) and, if the assignor shall retain any limited partner or special partner interest, such retention shall consist of at least five (5) percent of the limited partner or special partner interest interests (provided, however, unless prohibited by any 29 30 applicable "Blue Sky" laws, three (3) two percent of the limited partner or special partner interest may be retained by interests for an IRAIndividual Retirement Account); (d) The assignor and assignee shall execute and acknowledge such other instruments as the General Partner may deem necessary or desirable to effect such assignment and admission, including the written acceptance and adoption by the assignee of the provisions of this Agreement and his execution, acknowledgment and delivery to the General Partner of a Power of Attorney, the form and content of which are more fully described in Article XIX hereof; and (e) The assignee shall pay a transfer fee not to exceed $50.00 per transaction to the Partnership. The written consent of the General Partner to such substitution or a notice of denial of consent shall be given to the assignee not later than the last day of the calendar month following the month the General Partner actually receives the instrument of assignment. 4. Any person Person admitted to the Partnership as a Partner shall be subject to all of the provisions; provisions of this Agreement as if originally a party to it. 5. Subject to the provisions of Section 11 of this Paragraph C. C, compliance with the suitability standards imposed by the Partnership, applicable "Blue Sky" laws and the applicable rules of any other governmental authority, a Limited Partner or 37 38 Special Partner shall have the right to assign the whole or any portion of its limited partner or special partner interest (but not less than five (5) percent of the limited partner or special partner interest interests (two percent of the limited partner or special partner interests for an Individual Retirement Account)) and, if he shall retain any limited partner or special partner interest, subject to his retaining not less than five (5) percent of the limited partner or special partner interest provided, however, unless prohibited by any applicable "Blue Sky" laws, three interests (3) two percent of the limited partner or special partner interest may be acquired or retained by interests for an IRAIndividual Retirement Account) xx of his Partnership Interest by a written assignment the terms of which are not in contravention of any of the provisions of this Agreement, which assignment has been executed by the assignor and received by the Partnership and recorded on the books and records thereof. Any assignment in contravention of any of the provisions of this Section 5 shall be of no force and effect and shall not be binding upon or recognized by the Partnership. (a) Except as provided in Subsection (ce) below, Paragraph A of Article VIII hereof and Paragraph D or of Article IX hereof, an assignee of a Partner's Partnership Interest shall be entitled to receive distributions of cash or other property from the Partnership of Distributable Cash From Operations for any quarter attributable to the interest acquired by reason of such assignment from and after beginning in the effective date Fiscal Quarter in which the assignee is recognized as the owner of such Partnership Interest. For purposes of such distribution, ownership of a Partnership Interest for each Fiscal Quarter will be determined as of the assignment fifteenth day of such interest the last month of each Fiscal Quarter. (b) Except as provided in Subsection (e) below, Paragraph A of Article VIII hereof and Article IX hereof, an assignee of a Partnership Interest shall be entitled to him. The "effective date" of an assignment of an interest in receive distributions from the Partnership as used of Cash From Sales and Cash From Financings beginning in this Subsection shall be the last day of the month in which the written instrument assignee is recognized as the owner of assignmentsuch Partnership Interest. For purposes of such distributions, in form and substance satisfactory to ownership of a Partnership Interest for each month will be determined as of the General Partner, is received by the General Partnerfifteenth day of each month. (bc) The net profits and net losses attributable to an interest in the Partnership assigned during any year shall bebe divided among and allocated in accordance with the provisions of Paragraph A of Article VIII hereof. (d) The effective date of an assignment of an interest in the Partnership as used in this Section shall be the day on which the written instrument of assignment, in form and substance satisfactory to the General Partner, is accepted by the General Partner. (e) Notwithstanding the other provisions of this Article XV and subject to the limitations of Article X(F), both the Partnership and the General Partner shall be entitled to treat the assignor of such interest as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to him, until such time as the written assignment has been received by, and recorded in the books and records of, the Partnership. 6. The General Partner may elect to treat an assignee who has not become a substituted Limited Partner or Special Partner as a substituted Limited Partner or Special Partner in the place of his assignor should the General Partner deem, in its absolute discretion, that such treatment is in the best interests of the Partnership for any of its purposes or for any of the purposes of this Agreement. 7. No approval of any of the Limited Partners or Special Partners is required to effect the substitution of a Limited Partner or Special Partner, except that a Limited Partner or Special Partner who assigns his interest in the Partnership must evidence his intention that his assignee be admitted as a substituted Limited Partner or Special Partner in his place and must execute such instruments as the General Partner may in its absolute discretion determine to be necessary or desirable in connection therewith. 8. Upon the admission of a Limited Partner or Special Partner (whether as a result of his purchase of partner interest from the Partnership or his admission as a substituted Limited Partner or Special Partner), the General Partner shall make an appropriate entry on the books and records of the Partnership. 9. Upon the death or adjudication of incompetence to manage his person or his property of an individual Limited Partner or Special Partner, his personal representative shall have all of the rights of a Limited Partner or Special Partner for the purpose of settling or managing his estate, and such power as the decedent or incompetent possessed to constitute a successor as an assignee of its interest in the Partnership and to join with such assignee in making application to substitute such assignee as a Limited Partner or Special Partner. However, such personal representative shall not have the right to become a substituted Limited Partner or Special Partner in the place of his predecessor in interest unless the conditions of Section 3 of this Paragraph C (other than the requirement that the assignor execute and acknowledge instruments) are first satisfied. 10. Upon the adjudication of bankruptcy under Chapter 7 of the Federal Bankruptcy Code (or any similar law or provision enacted in lieu thereof) or other cessation to exist as a legal entity of a Limited Partner or Special Partner not an individual, the authorized representative of such entity shall have all of the rights of a Limited Partner or Special Partner for the purpose of effecting the orderly winding up and disposition of the business of such entity and such power as such entity possessed to constitute a successor as an assignee of its interest in the Partnership and to join with such assignee in making application to substitute such assignee as a Limited Partner or Special Partner. However, such authorized representative shall not have the right to become a substituted Limited Partner or Special Partner in the place of his predecessor in interest unless the conditions of Section 3 of this Paragraph C (other than the requirement that the assignor execute and acknowledge instruments) are first satisfied. (a) No assignment or transfer of an interest in the Partnership may be made which would result in Limited Partners or Special Partners and assignees of Limited Partners or Special Partners owning, directly or indirectly, individually or in the aggregate, more than twenty percent (20%) of the equity interests of a General Partner or any Affiliate of a General Partner as defined in Section 1504(a) of the Code. If any such assignment or transfer would otherwise be made by bequest, inheritance or operation of law, the transferee shall not become a Partner and the interest in the Partnership transferred shall be automatically redeemed by the Partnership in the same manner as provided in Subsection (b)(4) of this Section 11. (b) Anything to the contrary contained herein notwithstanding: (1) Except in the case of the Merger, in any twelve (12) consecutive month period no assignment or transfer of a limited partner interest may be made if as a result thereof the aggregate total of limited partner interests assigned and/or transferred in such period would exceed forty percent (40%) of the outstanding limited partner interests. This limitation is hereinafter referred to as the "forty percent (40%) limitation." (2) A Limited Partner may assign or transfer his Partnership Interest to: (i) his spouse (unless legally separated), child or ancestor, or (ii) a corporation, partnership, trust or other entity, fifty-one percent (51%) of the equity interest of which is owned by such Limited Partner and/or any of the Persons specified in clause (i) so related to such Limited Partner, provided, however, that such transfers are subject to the forty percent (40%) limitation. (3) Subsection (b)(1) of this Section 11 shall not apply to a transfer by gift, bequest or inheritance, or a transfer to the Partnership and, for purposes of the forty percent (40%) limitation, any such transfer shall not be treated as such. (4) If, after the forty percent (40%) limitation is reached in any consecutive twelve (12) month period, a transfer of a Partnership Interest would otherwise take place by operation of law (but not including any transfer referred to in Subsection (b)(3) of this Section 11), then the transferee shall not become a Limited Partner and such Partnership Interest shall be automatically redeemed by the Partnership for a price equal to the fair market value of said interest on such date of transfer. The price shall be paid within ninety (90) days after the date of the transfer and redemption. If the Partnership and the transferor do not agree upon the fair market value of the Partnership Interest, the purchase price shall be determined by arbitration. The purchase price shall be paid in cash within ten (10) days after such determination. (c) No transfer or assignment of any partner interest shall be made if it would result in the Partnership's being treated as an association taxable as a corporation for tax purposes. The General Partner, in its sole discretion, may, on behalf of the Partnership, impose any restrictions or transfers or assignments of limited partner interests it may deem appropriated to give effect to the preceding sentence. The General Partner shall incur no liability to any Limited Partner, prospective investor or assignee for any action or inaction in connection with the foregoing, provided that the General Partner acted in good faith and such course of conduct did not constitute negligence or misconduct of the General Partner. 12. The General Partner will cause the Partnership to make the election referred to in Section 754 of the Code, and any similar election provided by state or local law, or any similar provision enacted in lieu thereof. 13. No Limited Partner or Special Partner shall be entitled to withdraw from the Partnership except on transfer of all his partner interest pursuant to this Article XV. 14. Each Limited Partner or Special Partner shall immediately notify the Partnership of any assignment of any partner interest in the Partnership and shall provide the name, address and identification number of the assignee.

Limited Partners and Special Partners. 1. The General Partner may, pursuant to this Article XV, (a) admit as a substituted Limited Partner or Special Partner any successor in interest to a Limited Partner or Special Partner either deceased or under legal disability, and (b) admit as substituted Limited Partners or Special Partners assignees of Limited Partners or Special Partners. 2. A substituted Limited Partner or Special Partner is a person admitted to all the rights of a Limited Partner or Special PartnerPartner . An assignee is a person to whom a Limited Partner or Special Partner has assigned his interest in the Partnership but who has not become a substituted Limited Partner or Special Partner. An assignee shall have no right to require any information or account of the Partnership's transactions or to inspect the Partnership's books but shall only be entitled to receive the share of the profits, or the return of the capital contribution, to which his assignor would otherwise be entitled as set forth in Section 5 of this Paragraph C. 3. No assignee of the whole or any portion of a Limited Partner's or Special Partner's interest in the Partnership shall have the right to become a substituted Limited Partner or Special Partner in place of his assignor unless all of the following conditions are satisfied: (a) The written consent of the General Partner to such substitution shall be obtained, the granting or denial of which shall be within the absolute discretion of the General Partner; (b) The duly executed written instrument of assignment setting forth the intention of the assignor that the assignee become a substituted Limited Partner or Special Partner in his place shall have been filed with the Partnership; (c) The interests in the Partnership being acquired by the assignee shall consist of at least five (5) percent of the limited partner or special partner interest (and unless otherwise prohibited by any applicable "Blue Sky" laws, a minimum of three (3) percent of the limited partner or special partner interest may be acquired or retained by an Individual Retirement Account ("IRA") xstablished under section 408 of the Internal Revenue Code of 1954, as amended) and, if the assignor shall retain any limited partner or special partner interest, such retention shall consist of at least five (5) percent of the limited partner or special partner interest (provided, however, unless prohibited by any 29 30 applicable "Blue Sky" laws, three (3) percent of the limited partner or special partner interest may be retained by an IRA); (d) The assignor and assignee shall execute and acknowledge such other instruments as the General Partner may deem necessary or desirable to effect such assignment and admission, including the written acceptance and adoption by the assignee of the provisions of this Agreement and his execution, acknowledgment and delivery to the General Partner of a Power of Attorney, the form and content of which are more fully described in Article XIX hereof; and (e) The assignee shall pay a transfer fee not to exceed $50.00 per transaction to the Partnership. 4. Any person admitted to the Partnership as a Partner shall be subject to all of the provisions; of this Agreement as if originally a party to it. 5. Subject to the provisions of Section 11 of this Paragraph C. compliance with the suitability standards imposed by the Partnership, applicable "Blue Sky" laws and the applicable rules of any other governmental authority, a Limited Partner or Special Partner shall have the right to assign the whole or any portion (not less than five (5) percent of the limited partner or special partner interest and, if he shall retain any limited partner or special partner interest, subject to his retaining not less than five (5) percent of the limited partner or special partner interest provided, however, unless prohibited by any applicable "Blue Sky" laws, three (3) percent of the limited partner or special partner interest may be acquired or retained by an IRA) xx his Partnership Interest by a written assignment the terms of which are not in contravention of any of the provisions of this Agreement, which assignment has been executed by the assignor and received by the Partnership and recorded on the books thereof. Any assignment in contravention of any of the provisions of this Section 5 shall be of no force and effect and shall not be binding upon or recognized by the Partnership. (a) Except as provided in Subsection (c) below, Paragraph A of Article VIII hereof and Paragraph D or Article IX hereof, an assignee of a Partner's Partnership Interest shall be entitled to receive distributions of cash or other property from the Partnership attributable to the interest acquired by reason of such assignment from and after the effective date of the assignment of such interest to him. The "effective date" of an assignment of an interest in the Partnership as used in this Subsection shall be the last day of the month in which the written instrument of assignment, in form and substance satisfactory to the General Partner, is received by the General Partner. (b) The net profits and net losses attributable to an interest in the Partnership assigned during any year shall benot

Limited Partners and Special Partners. 1. The General Partner may, pursuant to this Article XV, (a) admit as a substituted Limited Partner or Special Partner any successor in interest to a Limited Partner or Special Partner either deceased or under legal disability, and (b) admit as substituted Limited Partners or Special Partners assignees of Limited Partners or Special Partners. 2. A substituted Limited Partner or a Special Partner is a person admitted to all the rights of a Limited Partner or a Special Partner. An assignee is a person to whom a Limited Partner or Special Partner has assigned his interest in the Partnership but who has not become a substituted Limited Partner or Special Partner. An assignee shall have no right to require any information or account of the Partnership's transactions or to inspect the Partnership's books but shall only be entitled to receive the share of the profits, or the return of the capital contribution, to which his assignor would otherwise be entitled as set forth in Section 5 of this Paragraph C. 3. No assignee of the whole or any portion of a Limited Partner's or Special Partner's interest in the Partnership shall have the right to become a substituted Limited Partner or Special Partner in place of his assignor unless all of the following conditions are satisfied: (a) The written consent of the General Partner to such substitution shall be obtained, the granting or denial of which shall be within the absolute discretion of the General Partner; (b) The duly executed written instrument of assignment setting forth the intention of the assignor that the assignee become a substituted Limited Partner or Special Partner in his place shall have been filed with the Partnership; (c) The interests in the Partnership being acquired by the assignee shall consist of at least five (5) percent of the limited partner or special partner interest (and unless otherwise prohibited by any applicable "Blue Sky" laws, a minimum of three (3) percent of the limited partner or special partner interest may be acquired or retained by an Individual Retirement Account ("IRA") xstablished under section 408 of the Internal Revenue Code of 1954, as amended) and, if the assignor shall retain any limited partner or special partner interest, such retention shall consist of at least five (5) percent of the limited partner or special partner interest (provided, however, unless prohibited by any 29 30 applicable "Blue Sky" laws, three (3) percent of the limited partner or special partner interest may be retained by an IRA)interest; (d) The assignor and assignee shall execute and acknowledge such other instruments as the General Partner may deem necessary or desirable to effect such assignment and admission, including the written acceptance and adoption by the assignee of the provisions of this Agreement and his execution, acknowledgment and delivery to the General Partner of a Power of Attorney, the form and content of which are more fully described in Article XIX hereof; and (e) The assignee shall pay a transfer fee not to exceed $50.00 per transaction to the Partnership. The written consent or a notice of denial of consent shall be given to the assignee not later that the last day of the calendar month following the month the General Partner actually receives the instrument of assignment. 4. Any person admitted to the Partnership as a Partner shall be subject to all of the provisions; provisions of this Agreement as if originally a party to it. 5. Subject to the provisions of Section 11 of this Paragraph C. C, compliance with the suitability standards imposed by the Partnership, applicable "Blue Sky" laws and the applicable rules of any other governmental authority, a Limited Partner or Special Partner shall have the right to assign the whole or any portion (but not less than five (5) percent of the limited partner or special partner interest (two percent of the limited partner or special partner interest for an Individual Retirement Account or a Self Employed Retirement (Keogx) Xxan)) and, if he shall retain any limited partner or special partner interest, subject to his retaining not less than five (5) percent of the limited partner or special partner interest provided, however, unless prohibited by any applicable "Blue Sky" laws, three (3) two percent of the limited partner or special partner interest may be acquired or retained by an IRA) xx his Partnership Interest by a written assignment the terms of which are not in contravention of any of the provisions of this Agreement, which assignment has been executed by the assignor and received by the Partnership and recorded on the books thereof. Any assignment in contravention of any of the provisions of this Section 5 shall be of no force and effect and shall not be binding upon or recognized by the Partnership. (a) Except as provided in Subsection (c) below, Paragraph A of Article VIII hereof and Paragraph D or Article IX hereof, an assignee of a Partner's Partnership Interest shall be entitled to receive distributions of cash or other property from the Partnership attributable to the interest acquired by reason of such assignment from and after the effective date of the assignment of such interest to him. The "effective date" of an assignment of an interest in the Partnership as used in this Subsection shall be the last day of the month in which the written instrument of assignment, in form and substance satisfactory to the General Partner, is received by the General Partner. (b) The net profits and net losses attributable to an interest in the Partnership assigned during any year shall befor an

Limited Partners and Special Partners. 1. The General Partner may, pursuant to this Article XV, (a) admit as a substituted Limited Partner or Special Partner any successor in interest to a Limited Partner or Special Partner either deceased or under legal disability, and (b) admit as substituted Limited Partners or Special Partners assignees of Limited Partners or Special Partners. 2. A substituted Limited Partner or Special Partner is a person admitted to all the rights of a Limited Partner or Special Partner. An assignee is a person to whom a Limited Partner or Special Partner has assigned his interest in the Partnership but who has not become a substituted Limited Partner or Special Partner. An assignee shall have no right to require any information or account of the Partnership's transactions or to inspect the Partnership's books but shall only be entitled to receive the share of the profits, or the return of the capital contribution, to which his assignor would otherwise be entitled as set forth in Section 5 of this Paragraph C. 3. No assignee of the whole or any portion of a Limited Partner's or Special Partner's interest in the Partnership shall have the right to become a substituted Limited Partner or Special Partner in place of his assignor unless all of the following conditions are satisfied:: 31 (a) The written consent of the General Partner to such substitution shall be obtained, the granting or denial of which shall be within the absolute discretion of the General Partner; (b) The duly executed written instrument of assignment setting forth the intention of the assignor that the assignee become a substituted Limited Partner or Special Partner in his place shall have been filed with the Partnership; (c) The interests in the Partnership being acquired by the assignee shall consist of at least five (5) percent of the limited partner or special partner interest (and unless otherwise prohibited by any applicable "Blue Sky" laws, a minimum of three (3) percent of the limited partner or special partner interest may be acquired or retained by an Individual Retirement Account ("IRA") xstablished under section 408 of the Internal Revenue Code of 1954, as amended) and, if the assignor shall retain any limited partner or special partner interest, such retention shall consist of at least five (5) percent of the limited partner or special partner interest (provided, however, unless prohibited by any 29 30 applicable "Blue Sky" laws, three (3) percent of the limited partner or special partner interest may be retained by an IRA)interest; (d) The assignor and assignee shall execute and acknowledge such other instruments as the General Partner may deem necessary or desirable to effect such assignment and admission, including the written acceptance and adoption by the assignee of the provisions of this Agreement and his execution, acknowledgment and delivery to the General Partner of a Power of Attorney, the form and content of which are more fully described in Article XIX hereof; and (e) The assignee shall pay a transfer fee not to exceed $50.00 per transaction to the Partnership. 4. Any person admitted to the Partnership as a Partner shall be subject to all of the provisions; of this Agreement as if originally a party to it. 5. Subject to the provisions of Section 11 of this Paragraph C. compliance with the suitability standards imposed by the Partnership, applicable "Blue Sky" laws and the applicable rules of any other governmental authority, a Limited Partner or Special Partner shall have the right to assign the whole or any portion (not less than five (5) percent of the limited partner or special partner interest and, if he shall retain any limited partner or special partner interest, subject to his retaining not less than five (5) percent of the limited partner or special partner interest provided, however, unless prohibited by any applicable "Blue Sky" laws, three (3) percent of the limited partner or special partner interest may be acquired or retained by an IRA) xx his Partnership Interest by a written assignment the terms of which are not in contravention of any of the provisions of this Agreement, which assignment has been executed by the assignor and received by the Partnership and recorded on the books thereof. Any assignment in contravention of any of the provisions of this Section 5 shall be of no force and effect and shall not be binding upon or recognized by the Partnership. (a) Except as provided in Subsection (c) below, Paragraph A of Article VIII hereof and Paragraph D or Article IX hereof, an assignee of a Partner's Partnership Interest shall be entitled to receive distributions of cash or other property from the Partnership attributable to the interest acquired by reason of such assignment from and after the effective date of the assignment of such interest to him. The "effective date" of an assignment of an interest in the Partnership as used in this Subsection shall be the last day of the month in which the written instrument of assignment, in form and substance satisfactory to the General Partner, is received by the General Partner. (b) The net profits and net losses attributable to an interest in the Partnership assigned during any year shall bebe divided among and allocated in accordance with the provisions of Paragraph A of Article VIII hereof. (c) Anything herein to the contrary notwithstanding. both the Partnership and the General Partner shall be entitled to treat the assignor of such interest as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to him, until such time as the written assignment has been received by, and recorded in books of, the Partnership. 6. The General Partner may elect to treat an assignee who has not become a substituted Limited Partner or Special Partner as a substituted Limited Partner or Special Partner in the place of his assignor should they deem, in its absolute discretion, that such treatment is in the best interests of the Partnership for any of its purposes or for any of the purposes of this Agreement. 7. No consent of any of the Limited Partners or Special Partners is required to effect the substitution of a Limited Partner or Special Partner, except that a Limited Partner or Special Partner who assigns his interest in the Partnership must evidence his intention that his assignee be admitted as a substituted Limited Partner or Special Partner in his place and must execute such instruments as the General Partner may in its absolute discretion determine to be necessary or desirable in connection therewith. 8. Upon the admission of a Limited Partner or Special Partner (whether as a result of his purchase of partner interests from the Partnership or his admission as a substituted Limited Partner or Special Partner), the General Partner shall make an appropriate amendment to the list of the Partner's names, 33 addresses, Contributions and Capital Accounts referred to in Article XII hereof. 9. Upon the death or legal incompetency of an individual Limited Partner or Special Partner. his personal representative shall have all of the rights of a Limited Partner or Special Partner for the purpose of settling or managing his estate, and such power as the decedent or incompetent possessed to constitute a successor as an assignee of its interest in the Partnership and to join with such assignee in making application to substitute such assignee as a Limited Partner or Special Partner. However, such personal representative shall not have the right to become a substituted Limited Partner or Special Partner in the place of his predecessor in interest unless the conditions of Section 2 of this Paragraph C (other than the requirement that the assignor execute and acknowledge instruments) are first satisfied. 10. Upon the adjudication of bankruptcy or insolvency, dissolution or other cessation to exist as a legal entity of a Limited Partner or Special Partner not an individual, the authorized representative of such entity shall have all of the rights of a Limited Partner or Special Partner for the purpose of effecting the orderly winding up and disposition of the business of such entity and such power as such entity possessed to constitute a successor as an assignee of its interest in the Partnership and to join with such assignee in making application to substitute such assignee as a Limited Partner or Special Partner. However, such authorized representative shall not have the right to become a substituted Limited Partner or Special Partner in the place of his predecessor in interest unless the conditions of Section 2 of this Paragraph C (other than the requirement that the assignor execute and acknowledge instruments) are first satisfied. (a) No assignment or transfer of an interest in the Partnership may be made which would result in Limited Partners or Special Partners and assignees of Limited Partners or Special Partners owning, directly or indirectly, individually or in the aggregate, more than twenty percent (20%) of the equity interests of a General Partner or any Affiliate of a General Partner as defined in Section 1504(a)) of the Code. If any such assignment or transfer would otherwise be made by bequest, inheritance or operation of law, the transferee shall not become a Partner and the interest in the Partnership transferred shall be automatically redeemed by the Partnership immediately prior to such transfer in the same manner as provided in Subsection (b)(4) of this Section 11. (b) Anything to the contrary contained herein notwithstanding: 34 (1) Except in the case of the Merger, in any twelve (12) consecutive month period no assignment or transfer of a limited partner interest may be made if as a result thereof the aggregate total of limited partner interests assigned and/or transferred in such period would exceed forty percent (40%) of the outstanding limited partner interests. This limitation is hereinafter referred to as the "forty percent (40%) limitation". (2) A Limited Partner may assign or transfer his Partnership Interest to: (i) his spouse (unless legally separated), child or ancestor, or (ii) a corporation, partnership, trust or other entity, fifty-one percent (51%) of the equity interest of which is owned by such Limited Partner and/or any of the persons specified in clause (i) so related to such Limited Partner, provided, however, that such transfers are subject to the forty percent (40%) limitation. (3) Subsection (b)(1) of this Section 11 shall not apply to a transfer by gift, bequest or inheritance or a transfer to the Partnership and, for purposes of the forty percent (40%) limitation, any such transfer shall not be treated as such. (4) If, after the forty percent (40%) limitation is reached in any consecutive twelve (12) month period, a transfer of a Partnership Interest would otherwise take place by operation of law (but not including any transfer referred to in Subsection (b)(3) of this Section 11), then the transferee shall not become a Limited Partner and such Partnership Interest shall be automatically redeemed by the Partnership immediately prior to such transfer for a price equal to the fair market value of said interest on such date of transfer. The price shall be paid within ninety (90) days after the date of the transfer and redemption. If the Partnership and the transferor do not agree upon the fair market value of the Partnership Interest, the purchase price shall be determined by arbitration. The purchase price shall be paid in cash within ten (10) days after such determination. (c) No transfer or assignment of any limited partner interest shall be made if it would result in the Partnership's being treated as an association taxable as a corporation for tax purposes. The General Partner, in its sole discretion, may, on behalf of the Partnership, impose any restrictions or transfers or assignments of limited partner interests it may deem appropriated to give effect to the preceding sentence. The General Partner shall incur no liability to any Limited Partner, prospective investor or assignee for any action or inaction in 35 connection with the foregoing, provided that the General Partner acted in good faith and such course of conduct did not constitute negligence or misconduct of the General Partner. 12. The General Partner, in its absolute discretion, may cause the Partnership to make, refrain from making, or once having made, to revoke, the election referred to in Section 754 of the Code, and any similar election provided by state or local law, or any similar provision enacted in lieu thereof. 13. Until the dissolution of the Partnership, the General Partner shall not take any voluntary steps to dissolve itself nor shall the General Partner voluntarily withdraw or resign.

Limited Partners and Special Partners. 1. The General Partner may, pursuant to this Article XV, (a) admit as a substituted Limited Partner or Special Partner any successor in interest to a Limited Partner or Special Partner either deceased or under legal disability, and (b) admit as substituted Limited Partners or Special Partners assignees of Limited Partners or Special Partners. 2. A substituted Limited Partner or Special Partner is a person admitted to all the rights of a Limited Partner or Special Partner. An assignee is a person to whom a Limited Partner or Special Partner has assigned his interest in the Partnership but who has not become a substituted Limited Partner or Special Partner. An assignee shall have no right to require any information or account of the Partnership's transactions or to inspect the Partnership's books but shall only be entitled to receive the share of the profits, or the return of the capital contribution, to which his assignor would otherwise be entitled as set forth in Section 5 of this Paragraph C. 3. No assignee of the whole or any portion of a Limited Partner's or Special Partner's interest in the Partnership shall have the right to become a substituted Limited Partner or Special Partner in place of his assignor unless all of the following conditions are satisfied:or (a) The written consent of the General Partner to such substitution shall be obtained, the granting or denial of which shall be within the absolute discretion of the General Partner; (b) The duly executed written instrument of assignment setting forth the intention of the assignor that the assignee become a substituted Limited Partner or Special Partner in his place shall have been filed with the Partnership; (c) The interests in the Partnership being acquired by the assignee shall consist of at least five (5) percent of the limited partner or special partner interest (and unless otherwise prohibited by any applicable "Blue Sky" laws, a minimum of three (3) two percent of the limited partner or special partner interest may be acquired or retained by for an Individual Retirement Account or a Self Employed Retirement ("IRA"Keogx) xstablished under section 408 of the Internal Revenue Code of 1954, as amendedXxan) and, if the assignor shall retain any limited partner or special partner interest, such retention shall consist of at least five (5) percent of the limited partner or special partner interest (provided, however, unless prohibited by any 29 30 applicable "Blue Sky" laws, three (3) two percent of the limited partner or special partner interest may be retained by for an IRAIndividual Retirement Account or a Self Employed Retirement (Keogx) Xxan); (d) The assignor and assignee shall execute and acknowledge such other instruments as the General Partner may deem necessary or desirable to effect such assignment and admission, including the written acceptance and adoption by the assignee of the provisions of this Agreement and his execution, acknowledgment and delivery to the General Partner of a Power of Attorney, the form and content of which are more fully described in Article XIX hereof; and (e) and The assignee shall pay a transfer fee not to exceed $50.00 per transaction to the Partnership. The written consent or a notice of denial of consent shall be given to the assignee not later that the last day of the calendar month following the month the General Partner actually receives the instrument of assignment. 4. Any person admitted to the Partnership as a Partner shall be subject to all of the provisions; provisions of this Agreement as if originally a party to it. 5. Subject to the provisions of Section 11 of this Paragraph C. C, compliance with the suitability standards imposed by the Partnership, applicable "Blue Sky" laws and the applicable rules of any other governmental authority, a Limited Partner or Special Partner shall have the right to assign the whole or any portion (but not less than five (5) percent of the limited partner or special partner interest (two percent of the limited partner interest for an Individual Retirement Account or a Self Employed Retirement (Keogx) Xxan)) and, if he shall -34- 35 retain any limited partner or special partner interest, subject to his retaining not less than five (5) percent of the limited partner or special partner interest provided, however, unless prohibited by any applicable "Blue Sky" laws, three (3) two percent of the limited partner or special partner interest may be acquired for an Individual Retirement Account or retained by an IRAa Self Employed Retirement (Keogx) xx Xxan) of his Partnership Interest by a written assignment the terms of which are not in contravention of any of the provisions of this Agreement, which assignment has been executed by the assignor and received by the Partnership and recorded on the books thereof. Any assignment in contravention of any of the provisions of this Section 5 shall be of no force and effect and shall not be binding upon or recognized by the Partnership. (a) Except as provided in Subsection (c) below, Paragraph A of Article VIII VII hereof and Paragraph D or of Article IX hereof, an assignee of a Partner's Partnership Interest shall be entitled to receive distributions of cash or other property from the Partnership attributable to the interest acquired by reason of such assignment from and after the effective date of the assignment of such interest to him. The "effective date" date of an assignment of an interest in the Partnership as used in this Subsection shall be the last day of the month quarter in which the written instrument of assignment, in form and substance satisfactory to the General Partner, is received by the General Partner. (b) The net profits and net losses attributable to an interest in the Partnership assigned during any year shall bebe divided among and allocated in accordance with the provisions of Paragraph A of Article VIII hereof. (c) Anything herein to the contrary notwithstanding, both the Partnership and the General Partner shall be entitled to treat the assignor of such interest as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to him, until such time as the written assignment has been received by, and recorded in the books of, the Partnership. 6. The General Partner may elect to treat an assignee who has not become a substituted Limited Partner or Special Partner as a substituted Limited Partner or Special Partner in the place of his assignor should the General Partner deem, in its absolute discretion, that such treatment is in the best interests of the Partnership for any of its purposes or for any of the purposes of this Agreement. 7. No consent of any of the Limited Partners or Special Partners is required to effect the substitution of a Limited Partner or Special Partner, except that a Limited Partner or Special Partner who assigns his interest in the Partnership must evidence his intention that his assignee be admitted as a substituted Limited Partner or Special Partner in his place and must execute such instruments as the General Partner may in its 8. Upon the admission of a Limited Partner or Special Partner (whether as a result of his purchase of limited partner interests from the Partnership or his admission as a substituted Limited Partner or Special Partner), the General Partner shall make an appropriate amendment to the list of the Partner's names, addresses, Contributions and Capital Accounts referred to in Article XII hereof. 9. Upon the death or adjudication of incompetence to manage his person or estate of an individual Limited Partner or Special Partner, his personal representative shall have all of the rights of a Limited Partner or Special Partner for the purpose of setting or managing his estate, and such power as the decedent or incompetent possessed to constitute a successor as an assignee of its interest in the Partnership and to join with such assignee in making application to substitute such assignee as a Limited Partner or Special Partner. However, such personal representative shall not have the right to become a substituted Limited Partner or Special Partner in the place of his predecessor in interest unless the conditions of Sections 3 of this Paragraph C (other than the requirement that the assignor execute and acknowledge instruments) are first satisfied. 10. Upon the adjudication of bankruptcy under Chapter 7 of the Bankruptcy Code (or any similar law or provision enacted in lieu thereof), dissolution or other cessation to exist as a legal entity of a Limited Partner or Special Partner not an individual, the authorized representative of such entity shall have all of the rights of a Limited Partner or Special Partner for the purpose of effecting the orderly winding up and disposition of the business of such entity and such power as such entity possessed to constitute a successor as an assignee of its interest in the Partnership and to join with such assignee in making the application to substitute such assignee as a Limited Partner or Special Partner. However, such authorized representative shall not have the right to become a substituted Limited Partner or Special Partner in the place of his predecessor in interest unless the conditions of Sections 3 of this Paragraph C (other than the requirement that the assignor execute and acknowledge instruments) are first satisfied. (a) No assignment or transfer of an interest in the Partnership may be made which would result in Limited Partners or Special Partners and assignees of Limited Partners or Special Partners owning, directly or indirectly, individually or in the aggregate, more than twenty percent (20%) of the equity interests of a General Partner or any Affiliate of a General Partner as defined in Section 1504(a) of the Code. If any such assignment or transfer would otherwise be made by bequest, inheritance or operation of law, the transferee shall not become (b) Anything to the contrary contained herein notwithstanding: (1) Except in the case of the Merger, in any twelve (12) consecutive month period no assignment or transfer of a limited partner interest may be made as a result thereof the aggregate total of limited partner interests assigned and/or transferred in such period would exceed forty percent (40%) of the outstanding limited partner interests. This limitation is hereinafter referred to as the "forty percent (40%) limitation". (2) A Limited Partner may assign or transfer his Partnership Interest to: (i) his spouse (unless legally separated), child or ancestor, or (ii) a corporation, partnership, trust or other entity, fifty-one percent (51%) of the equity interest of which is owned by such Limited Partner and/or any of the persons specified in clause (i) so related to such Limited Partner, provided, however, that such transfers are subject to the forty percent (40%) limitation. (3) Subsection (b)(1) of this Section 11 shall not apply to a transfer by gift, bequest or inheritance, or a transfer to the Partnership and, for purposes of the forty percent (40%) limitation, any such transfer shall not be treated as such. If, after the forty percent (40%) limitation is reached in any consecutive twelve (12) month period, a transfer of the Partnership Interest would otherwise take place by operation of law (but not including any transfer referred to in Subsection (b)(3) of this Section 11), then the transferee shall not become a Limited Partner and such Partnership Interest shall be automatically redeemed by the Partnership immediately prior to such transfer for a price equal to the fair market value of said interest on such date of transfer. The price shall be paid within ninety (90) days after the date of the transfer and redemption. If the Partnership and the transferor do not agree upon the fair market value of the Partnership Interest, the purchase price shall be determined by arbitration. The purchase price shall be paid in cash within ten (10) days after such determination. (c) No transfer or assignment of any limited partner interest shall be made if it would result in the Partnership's being treated as an association taxable as a corporation for tax purposes. The General Partner, in its 12. The General Partner, in its absolute discretion, may cause the Partnership to make or refrain from making, or once having made, to revoke, the election referred to in Section 754 of the Code, and any similar election provided by state or local law, or any similar provision enacted in lieu thereof. 13. Until the dissolution of the Partnership, the General Partner shall not take any voluntary steps to dissolve itself nor shall the General Partner voluntarily withdraw or resign. 14. No Limited Partner or Special Partner shall be entitled to withdraw from the Partnership except on transfer of all his partner interest pursuant to this Article XV. 15. Each Limited Partner or Special Partner shall immediately notify the Partnership of any assignment of any Unit in the Partnership and shall provide the name, address and identification number of the assignee.

Limited Partners and Special Partners. 1. The General Partner may, pursuant to this Article XV, (a) admit as a substituted Limited Partner or Special Partner any successor in interest to a Limited Partner or Special Partner either deceased or under legal disability, and (b) admit as substituted Limited Partners or Special Partners assignees of Limited Partners or Special Partners. 2. A substituted Limited Partner or Special Partner is a person Person admitted to all the rights of a Limited Partner or Special Partner. An assignee is a person Person to whom a Limited Partner or Special Partner has assigned his interest in the Partnership but who has not become a substituted Limited Partner or Special Partner. An assignee shall have no right to require any information or account of the Partnership's transactions or to inspect the Partnership's books and records but shall only be entitled to receive the share of the profits, or the return of the capital contribution, to which his assignor would otherwise be entitled as set forth in Section 5 of this Paragraph C. 3. No assignee of the whole or any portion of a Limited Partner's or Special Partner's interest in the Partnership shall have the right to become a substituted Limited Partner or Special Partner in place of his assignor unless all of the following conditions are satisfied: (a) The written consent of the General Partner to such substitution shall be obtained, the granting or denial of which shall be within the absolute discretion of the General Partner; (b) The duly executed written instrument of assignment setting forth the intention of the assignor that the assignee become a substituted Limited Partner or Special Partner in his place shall have been filed with the Partnership; (cb) The interests in the Partnership being acquired by the assignee shall consist of at least five (5) percent of the limited partner or special partner interest (and unless otherwise prohibited by any applicable "Blue Sky" laws, a minimum of three (3) two percent of the limited partner or special partner interest may be acquired or retained by for an Individual Retirement Account ("IRA") xstablished under section 408 of the Internal Revenue Code of 1954, as amendedAccount) and, if the assignor shall retain any limited partner or special partner interest, such retention shall consist of at least five (5) percent of the limited partner or special partner interest interests (provided, however, unless prohibited by any 29 30 applicable "Blue Sky" laws, three (3) two percent of the limited partner or special partner interest may be retained by interests for an IRAIndividual Retirement Account); (dc) The assignor and assignee shall execute and acknowledge such other instruments as the General Partner may deem necessary or desirable to effect such assignment and admission, including the written acceptance and adoption by the assignee of the provisions of this Agreement and his execution, acknowledgment and delivery to the General Partner of a Power of Attorney, the form and content of which are more fully described in Article XIX hereof; and (ed) The assignee shall pay a transfer fee not to exceed $50.00 per transaction to the Partnership. The written consent of the General Partner to such substitution or a notice of denial of consent shall be given to the assignee not later than the last day of the calendar month following the month the General Partner actually receives the instrument of assignment. 4. Any person Person admitted to the Partnership as a Partner shall be subject to all of the provisions; provisions of this Agreement as if originally a party to it. 5. Subject to the provisions of Section 11 of this Paragraph C. C, compliance with the suitability standards imposed by the Partnership, applicable "Blue Sky" laws and the applicable rules of any other governmental authority, a Limited Partner or Special Partner shall have the right to assign the whole or any portion of its limited partner or special partner interest (but not less than five (5) percent of the limited partner or special partner interest interests (two percent of the limited partner interests for an Individual Retirement Account)) and, if he shall retain any limited partner or special partner interest, subject to his retaining not less than five (5) percent of the limited partner or special partner interest provided, however, unless prohibited by any applicable "Blue Sky" laws, three interests (3) two percent of the limited partner or special partner interest may be acquired or retained by interests for an IRAIndividual Retirement Account) xx of his Partnership Interest by a written assignment the terms of which are not in contravention of any of the provisions of this Agreement, which assignment has been executed by the assignor and received by the Partnership and recorded on the books and records thereof. Any assignment in contravention of any of the provisions of this Section 5 shall be of no force and effect and shall not be binding upon or recognized by the Partnership. (a) Except as provided in Subsection (ce) below, Paragraph A of Article VIII hereof and Paragraph D or of Article IX hereof, an assignee of a Partner's Partnership Interest shall be entitled to receive distributions of cash or other property from the Partnership of Distributable Cash From Operations for any quarter attributable to the interest acquired by reason of such assignment from and after beginning in the effective date Fiscal Quarter in which the assignee is recognized as the owner of such Partnership Interest. For purposes of such distribution, ownership of a Partnership Interest for each Fiscal Quarter will be determined as of the assignment fifteenth day of such interest the last month of each Fiscal Quarter. (b) Except as provided in Subsection (e) below, Paragraph A of Article VIII hereof and Article IX hereof, an assignee of a Partnership Interest shall be entitled to him. The "effective date" of an assignment of an interest in receive distributions from the Partnership as used of Cash From Sales and Cash From Financings beginning in this Subsection shall be the last day of the month in which the written instrument assignee is recognized as the owner of assignmentsuch Partnership Interest. For purposes of such distributions, in form and substance satisfactory to ownership of a Partnership Interest for each month will be determined as of the General Partner, is received by the General Partnerfifteenth day of each month. (bc) The net profits and net losses attributable to an interest in the Partnership assigned during any year shall bebe -34- 35 divided among and allocated in accordance with the provisions of Paragraph A of Article VIII hereof. (d) The effective date of an assignment of an interest in the Partnership as used in this Section shall be the day on which the written instrument of assignment, in form and substance satisfactory to the General Partner, is accepted by the General Partner. (e) Notwithstanding the other provisions of this Article XV and subject to the limitations of Article X(F), both the Partnership and the General Partner shall be entitled to treat the assignor of such interest as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to him, until such time as the written assignment has been received by, and recorded in the books and records of, the Partnership. 6. The General Partner may elect to treat an assignee who has not become a substituted Limited Partner or Special Partner as a substituted Limited Partner or Special Partner in the place of his assignor should the General Partner deem, in its absolute discretion, that such treatment is in the best interests of the Partnership for any of its purposes or for any of the purposes of this Agreement. 7. No approval of any of the Limited Partners or Special Partners is required to effect the substitution of a Limited Partner or Special Partner, except that a Limited Partner or Special Partner who assigns his interest in the Partnership must evidence his intention that his assignee be admitted as a substituted Limited Partner or Special Partner in his place and must execute such instruments as the General Partner may in its absolute discretion determine to be necessary or desirable in connection therewith. 8. Upon the admission of a Limited Partner or Special Partner (whether as a result of his purchase of limited partner interest from the Partnership or his admission as a substituted Limited Partner or Special Partner), the General Partner shall make an appropriate entry on the books and records of the Partnership. 9. Upon the death or adjudication of incompetence to manage his person or his property of an individual Limited Partner or Special Partner, his personal representative shall have all of the rights of a Limited Partner or Special Partner for the purpose of settling or managing his estate, and such power as the decedent or incompetent possessed to constitute a successor as an assignee of its interest in the Partnership and to join with such assignee in making application to substitute such assignee as a Limited Partner or Special Partner. However, such personal representative shall not have the right to become a substituted Limited Partner or Special Partner in the place of his predecessor in interest unless the conditions of Section 3 of 10. Upon the adjudication of bankruptcy under Chapter 7 of the Federal Bankruptcy Code (or any similar law or provision enacted in lieu thereof) or other cessation to exist as a legal entity of a Limited Partner or Special Partner not an individual, the authorized representative of such entity shall have all of the rights of a Limited Partner or Special Partner for the purpose of effecting the orderly winding up and disposition of the business of such entity and such power as such entity possessed to constitute a successor as an assignee of its interest in the Partnership and to join with such assignee in making application to substitute such assignee as a Limited Partner or Special Partner. However, such authorized representative shall not have the right to become a substituted Limited Partner or Special Partner in the place of his predecessor in interest unless the conditions of Section 3 of this Paragraph C (other than the requirement that the assignor execute and acknowledge instruments) are first satisfied. (a) No assignment or transfer of an interest in the Partnership may be made which would result in Limited Partners or Special Partners and assignees of Limited Partners or Special Partners owning, directly or indirectly, individually or in the aggregate, more than twenty percent (20%) of the equity interests of a General Partner or any Affiliate of a General Partner as defined in Section 1504(a) of the Code. If any such assignment or transfer would otherwise be made by bequest, inheritance or operation of law, the transferee shall not become a Partner and the interest in the Partnership transferred shall be automatically redeemed by the Partnership in the same manner as provided in Subsection (b)(4) of this Section 11. (b) Anything to the contrary contained herein notwithstanding: (1) Except in the case of the Merger, in any twelve (12) consecutive month period no assignment or transfer of a limited partner interest may be made if as a result thereof the aggregate total of limited partner interests assigned and/or transferred in such period would exceed forty percent (40%) of the outstanding limited partner interests. This limitation is hereinafter referred to as the "forty percent (40%) limitation." (2) A Limited Partner may assign or transfer his Partnership Interest to: (i) his spouse (unless legally separated), child or ancestor, or (ii) a corporation, partnership, trust or other entity, fifty-one percent (51%) of the equity interest of which is owned by such Limited Partner and/or any of the Persons specified in clause (i) so related to such Limited Partner, provided, however, that such transfers are subject to the forty percent (40%) limitation. (3) Subsection (b)(1) of this Section 11 shall not apply to a transfer by gift, bequest or inheritance, or a (4) If, after the forty percent (40%) limitation is reached in any consecutive twelve (12) month period, a transfer of a Partnership Interest would otherwise take place by operation of law (but not including any transfer referred to in Subsection (b)(3) of this Section 11), then the transferee shall not become a Limited Partner and such Partnership Interest shall be automatically redeemed by the Partnership for a price equal to the fair market value of said interest on such date of transfer. The price shall be paid within ninety (90) days after the date of the transfer and redemption. If the Partnership and the transferor do not agree upon the fair market value of the Partnership Interest, the purchase price shall be determined by arbitration. The purchase price shall be paid in cash within ten (10) days after such determination. (c) No transfer or assignment of any limited partner interest shall be made if it would result in the Partnership's being treated as an association taxable as a corporation for tax purposes. The General Partner, in its sole discretion, may, on behalf of the Partnership, impose any restrictions on transfers or assignments of limited partner interests it may deem appropriate to give effect to the preceding sentence. The General Partner shall incur no liability to any Limited Partner, prospective investor or assignee for any action or inaction in connection with the foregoing, provided that the General Partner acted in good faith and such course of conduct did not constitute negligence or misconduct of the General Partner. 12. The General Partner will cause the Partnership to make the election referred to in Section 754 of the Code, and any similar election provided by state or local law, or any similar provision enacted in lieu thereof. 13. No Limited Partner or Special Partner shall be entitled to withdraw from the Partnership except on transfer of all his partner interest pursuant to this Article XV. 14. Each Limited Partner or Special Partner shall immediately notify the Partnership of any assignment of any partner interest in the Partnership and shall provide the name, address and identification number of the assignee.