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he is puresing such Partnership Interest for long-term
investment my and without current intention of resale.
The execution of this Agreement by each Partner further
indicates his understanding that the issuance of such Partner-
ship Interest constitutes a private offering within the
meaning of applicable Federal and Florida state securities
laws: No holder of the Partnership Interest may transfer,
pledge, or otherwise dispose of or encumber any Partnership
Interest if in the opinion of the Partnership's legal counsel,
such transfer or encumbrance (1) would result in the close
of the Partnership's taxable year with respect to all Partners,
(2) would result in the termination of the Partnership
within the meaning of Section 708(b) of the Code, (3) would
result in the termination of its status as a partnership
under the Code, or (4) would not be in compliance with the
Securities Act of 1933, as amended, the Florida Sale of
Securities Law or the applicable securities laws of any
other jurisdiction.
I
Any transfer, pledge or other disposition of a
Partnership Interest made or attempted in contravention of
the restrictions of Section 11.1, 11.2, or this Section 11.3
is void.
11.4 Death, Insanity or Incompetency of a Limited
Partner: Upon the death or legal incompetence of an individual
Lim tei
d Partner, his personal representative shall have all
of the rights of a Limited Partner for the purpose of settling
or managing his estate, such power as the decedent or incom-
petent possessed to transfer his Partnership Interest as
provided in Sections 11.1 and 11.2, and such power as the
decedent or incompetent possessed to consent to the admission
of his assignee as a Substituted Limited Partner, as provided
in Section 11.1.
11.5 Bankruptcy of a Limited Partner: If any Limited
Partner shall take advantage of any bankruptcy or insolvency
act, or if any insolvency petition shall be filed against
any Limited Partner and a final adjudication of insolvency
entered thereon, or if any Limited Partner shall make an
assignment for the benefit of his creditors, then the other
Partners rorata, in proportion to their respective Percentages
of Partnership Interest, or in such other proportion as they
shall otherwise agree upon) shall have the option (exercisable
by giving notice thereof to such Limited Partner or his
assignee, trustee in bankruptcy, receiver or other legal
representative) to purchase all, but not less than all, of
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