Common use of RIGHTS AND OBLIGATIONS OF THE Clause in Contracts

RIGHTS AND OBLIGATIONS OF THE. LIMITED PARTNERS 40 8.1. Management of the Partnership 40 8.2. Power of Attorney 40 8.3. Limitation on Liability of Limited Partners 41 8.4. Ownership by Limited Partner of General Partner or Affiliate 42 8.5. Redemption Right 42 8.6. Conversion Election 44 8.7. Outside Activities of Limited Partners 45 ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS 45 9.1. Purchase for Investment 45 9.2. Restrictions on Transfer of Limited Partnership Interests 46 9.3. Admission of Substitute Limited Partner 47 9.4. Rights of Assignees of Partnership Interests 48 9.5. Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner 48 9.6. Joint Ownership of Interests 49 ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS 49 10.1. Books and Records 49 10.2. Custody of Partnership Funds; Bank Accounts 49 10.3. Fiscal and Taxable Year 49 10.4. Annual Tax Information and Report 49 10.5. Tax Elections; Special Basis Adjustments 50 10.6. Reports to Limited Partners 51 ARTICLE 11 DISSOLUTION, LIQUIDATION AND TERMINATION 51 11.1. Dissolution 51 11.2. Winding Up 52 11.3. Deemed Contribution and Distribution 53 11.4. Rights of Holders 54 11.5. Notice of Dissolution 54 11.6. Cancellation of Certificate of Limited Partnership 54 11.7. Reasonable Time for Winding-Up 54

RIGHTS AND OBLIGATIONS OF THE. LIMITED PARTNERS 40 42 8.1. Management of the Partnership 40 42 8.2. Power of Attorney 40 42 8.3. Limitation on Liability of Limited Partners 41 43 8.4. Ownership by Limited Partner of General Partner or Affiliate 42 44 8.5. Redemption Right 42 44 8.6. Conversion Election 44 47 8.7. Outside Activities of Limited Partners 45 47 ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS 45 47 9.1. Purchase for Investment 45 47 9.2. Restrictions on Transfer of Limited Partnership Interests 46 48 9.3. Admission of Substitute Limited Partner 47 49 9.4. Rights of Assignees of Partnership Interests 48 50 9.5. Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner 48 51 9.6. Joint Ownership of Interests 49 51 ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS 49 51 10.1. Books and Records 49 51 10.2. Custody of Partnership Funds; Bank Accounts 49 52 10.3. Fiscal and Taxable Year 49 52 10.4. Annual Tax Information and Report 49 52 10.5. Tax Elections; Special Basis Adjustments 50 52 10.6. Reports to Limited Partners 51 53 ARTICLE 11 DISSOLUTION, LIQUIDATION AND TERMINATION 51 54 11.1. Dissolution 51 54 11.2. Winding Up 52 54 11.3. Deemed Contribution and Distribution 53 56 11.4. Rights of Holders 54 56 11.5. Notice of Dissolution 54 56 11.6. Cancellation of Certificate of Limited Partnership 54 57 11.7. Reasonable Time for Winding-Up 5457

RIGHTS AND OBLIGATIONS OF THE. LIMITED PARTNERS 40 8.1. 17 8.1 Management of the Partnership 40 8.2. 17 8.2 Power of Attorney 40 8.3. 17 8.3 Limitation on Liability of Limited Partners 41 8.4. Ownership by Limited Partner of General Partner or Affiliate 42 8.5. Redemption Right 42 8.6. Conversion Election 44 8.7. Outside Activities of Limited Partners 45 18 ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS 45 9.1. Purchase for Investment 45 9.2. 18 9.1 Restrictions on Transfer of Limited Partnership Interests 46 9.3. 18 9.2 Admission of Substitute Limited Partner 47 9.4. 19 9.3 Rights of Assignees of Partnership Interests 48 9.5. 19 9.4 Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner 48 9.6. Joint Ownership of Interests 49 20 ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS 49 10.1. 20 10.1 Books and Records 49 10.2. 20 10.2 Custody of Partnership Funds; Bank Accounts 49 10.3. 20 10.3 Fiscal and Taxable Year 49 10.4. Annual Tax Information and Report 49 10.5. Tax Elections; Special Basis Adjustments 50 10.6. Reports to Limited Partners 51 20 ARTICLE 11 DISSOLUTION, LIQUIDATION AND TERMINATION 51 11.1. Dissolution 51 11.2. Winding Up 52 11.3. Deemed Contribution AMENDMENT OF AGREEMENT 20 ARTICLE 12 GENERAL PROVISIONS 21 12.1 Notices 21 12.2 Survival of Rights 21 12.3 Additional Documents 22 12.4 Severability 22 12.5 Entire Agreement 22 12.6 Pronouns and Distribution 53 11.4. Rights of Holders 54 11.5. Notice of Dissolution 54 11.6. Cancellation of Certificate of Limited Partnership 54 11.7. Reasonable Time for Winding-Up 54Plurals 22 12.7 Headings 22 12.8 Counterparts 22 12.9 Governing Law 22 EXHIBIT A: CONTRIBUTIONS & INTEREST A-1 LIMITED PARTNERSHIP AGREEMENT OF