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under the provisions of Sections 10.4 and 12.1(B) and Article
XVI shai-1 be effective or binding upon the Partnership
unless the Partnership shall have first received a written
opinion of counsel for the Partnership that such contemplated
action, if taken, will not: (a) adversely affect the tax or
partnership status of the Partnership, (b) violate any
relevant provision of law, or (c) extend the liability of
the Limited Partners hereunder.
10.3 Votin Ri hts: Whenever the Partners are entitled,
by-this Agreement or y the Act, to vote on a particular
matter, each.Partner shall be entitled to cast his votes in
proportion to his Units of Partnership Interest, or the Units
of Partnership Interest he is deemed to-hold as provided in
Section 11.6.
10.4 Removal of a General Partner: Upon the written
affirmative vote o Partners o ing seventy-five percent
(75%) of the Units of Partnership Interest entitled to vote,
' a General Partner may be removed for cause; provided,
however, that if the General Partner being removed is the
sole remaining individual- General Partner, the Limited
Partners holding more than fifty percent (50%) of the Units
of Partnership Interest then outstanding and entitled to
vote shall appoint a new General Partner, who shall become
the Managing General Partner. No proposed-successor Managing
~ General Partner, who is not yet a Partner in the Partnership,
may become the Managing General-Partner without the written
consent of all Partners. If the proposed new General Partner
(Managing General Partner) is not approved by all Partners,
the Partners must propose another successor General Partner
(Managing General Fanner). The General Partner so removed
will from the moment of his removal onwards become a Limited
4 Partner.
ARTICLE XI
Assignability of Partnership Interest
11.1 Requirements for Assi ent: The Partnership
Interest of each Limite Partner shall be assignable;
~ provided, however, that the assignee shall not become a
Substituted Limited Partner unless:
~ (A) The assignee Limited• Partner so provides in
~ the instrument of assignment;
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