Assignments of Beneficial Interests in Public Limited Partnership

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					            Assignments of beneficial interests in public limited partnership—Assignee units.

1. Assignment of Limited Partnership Interests to Unitholders.

    (a). Simultaneously with each closing of the sale of Units by the Partnership, the Assignor Limited Partner shall
contribute to the Partnership from the proceeds of the sale, on behalf of the purchasers of Units, $20 for each Unit
sold and shall receive from the Managing General Partner a Certificate of Limited Partnership Interest evidencing
one Limited Partnership Interest for each $20 so contributed. The Assignor Limited Partner shall hold on deposit
the Certificate of Limited Partnership Interest (together with a list containing the name, address and number of
Units purchased by each Unitholder, which list shall be available for inspection by any Unitholder) and shall issue
to the order of each Unitholder Depositary Receipts registered in the names of the Unitholders (or their nominees)
in respect of the Certificate of Limited Partnership held on deposit. In connection with the deposit, the Assignor
Limited Partner shall execute an assignment of the Limited Partnership Interests evidenced by the Certificates of
Limited Partnership to the Unitholders in proportion to the number of Units purchased by each Unitholder where
the Unitholders shall be recognized by the Partnership as assignees of the Limited Partnership Interests. By
acceptance of a Depositary Receipt, a Unitholder shall be deemed to have assented to all the terms and conditions of
this Agreement.

    (b). The Assignor Limited Partner, by the execution of this Agreement, irrevocably transfers and assigns to the
Unitholders all of the Assignor Limited Partner's rights and interest in and to the Assigned Limited Partnership
Interests, as of the time of release to the Partnership of any payments for Units. The rights and interest so transferred
and assigned shall include, without limitation, the following:

       (i). All rights to receive distributions and allocations in respect of Limited Partnership Interests.

       (ii). All rights to receive any proceeds of liquidation of the Partnership.

       (iii). All rights to inspect books and records and to receive reports.

       (iv). All voting rights and rights to call meetings.

       (v). All rights attendant to the Limited Partnership Interests which Limited Partners have, or may have in the
   future, under this Partnership Agreement and under the Uniform Limited Partnership Act of the State of           .

    (c). The General Partners, by the execution of this Agreement, irrevocably consent to and acknowledge that (i)
the above transfer and assignment by the Assignor Limited Partner to the Unitholders of the Assignor Limited
Partner's rights and interest in the Assigned Limited Partnership Interests as described above is effective, and (ii) the
Unitholders are intended to be third party beneficiaries of all rights and privileges of the Assignor Limited Partner
in respect of the Assigned Limited Partnership Interests. The General Partners covenant and agree that, in
accordance with the above transfer and assignment, all the Assignor Limited Partners' rights and privileges in
respect of Assigned Limited Partnership Interests may be exercised by the Unitholders.

    (d). The Assignor Limited Partner shall not be liable to any Unitholder for any action or nonaction by it in
reliance upon advice, written notice, request or direction from a Unitholder believed by it to be genuine and to have
been signed or presented by the proper person or persons.

2. Rights of Unitholders.




                                                                                                           electronic form 2005
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      (a). In accordance with the above transfer and assignment, Unitholders shall have the same rights that Limited
   Partners have under this Partnership Agreement and under the Uniform Limited Partnership Act of the State of
         .

      (b). Without limiting the generality of Paragraph 2(a), Limited Partners (other than the Assignor Limited
   Partner) and Unitholders shall share on the basis of one Limited Partnership Interest for one Unit, and shall be
   considered as a single class with respect to all rights to receive distributions and allocations pursuant to this
   Partnership Agreement.

       (c). Limited Partners (other than the Assignor Limited Partner) and Unitholders shall vote on all matters in
   respect of which they are entitled to vote (either in person, by proxy, or by written consent), as a single class, with
   each Limited Partnership Interest and each Unit entitled to one vote.

   3. Transferability of Units.

   The Depositary Receipts evidencing the Units shall be issued in registered form and shall be freely transferable
unless otherwise restricted under applicable federal or state securities or tax laws. The transferee of a Depositary
Receipt shall not be recognized as an assignee of Limited Partnership Interests unless and until the transfer is accepted
and recorded by the transfer agent of the Partnership in respect of the Units.




                                                                                                            electronic form 2005
                                                                                                           WWW.LawCA.com
                                                                                                            Law Publishers