Depositary units. 1. Additional Limited Partners. The Corporate General Partner is authorized to cause the Partnership to make a public offering and sale of up to _________ DUCs (depositary unit certificates) in accordance with the Prospectus, the proceeds of which will be contributed to the Partnership by the Assignor Limited Partner (as an additional Limited Partner) on behalf of purchasers of DUCs as provided in Section _________. 2. Deposit of Certificates of Limited Partnership Interest. Simultaneously with the closing of the sale of DUCs by the Partnership as provided in Section _________, the Assignor Limited Partner shall contribute to the Partnership from the proceeds of sale on behalf of the purchasers of DUCs $_____ for each DUC sold and shall receive from the Corporate General Partner a Certificate or Certificates of Limited Partnership interest evidencing one Unit for each $_____ contributed. The Assignor Limited Partner shall deposit the Certificates (together with a list containing the name and address of, and the number of DUCs purchased by, each purchaser) with the Depositary under the Depositary Agreement as provided in Section _________ and shall request the Depositary to issue to the purchasers a Depositary Receipt or Receipts evidencing the DUCs purchased registered in the name of the purchasers as contained in the list. As part of the deposit, the Assignor Limited Partner shall assign its Interest as evidenced by the deposited Certificates of Limited Partnership Interest and the Units to each of the purchasers in proportion to the number of DUCs purchased by each and the purchasers shall be recognized by the Partnership as Assignees of the Units. 3. Transfers of DUCs. (a). Depositary Receipts shall be transferable in the manner and subject to the conditions provided in the Depositary Agreement. Upon valid transfer and registration of transfer pursuant to the Depositary Agreement of any Depositary Receipt or any DUCs the Certificates of Limited Partnership Interest and the Interest evidenced by the Certificates shall be deemed to have been assigned from the transferor to the transferees of all or some portion of the Depositary Receipt. (b). The Partnership need not recognize for any purpose any purported sale, assignment or transfer of all or any part of the DUCs of an Assignee: (i) during any period during which, and to the extent that, the transfer of DUCs is suspended pursuant to Section _________ of the Depositary Agreement. The Corporate General Partner shall give notification to all Limited Partners and Assignees in the event that sales or exchanges should be suspended for that reason. Any deferred sales or exchanges shall be made (in chronological order to the extent practicable) as of the first day of a fiscal quarter after the end of any 12-month period, subject to the provisions of this Article; (ii) until, in the case of the sale, assignment or transfer of DUCs upon and by transfer of the Depositary Receipts, the Partnership has received the written advice by the Depositary, pursuant to Section _________ of the Depositary Agreement, of transfer of the Depositary Receipts; (iii) if the purported sale, assignment or transfer would result in any person owning more than 50% of the beneficial interests in the Partnership.
(c). No transfer or assignment of any Unit or DUC to a tax exempt entity within the meaning of Section 168(j) of the Code or to a foreign person within the meaning of Sections 897 or 1445 of the Code shall be permitted. The Corporate General Partner may require proof of United States citizenship or organization or taxable status as a condition to any registration of an assignment or transfer. (d). Any assignment pursuant to this Article will not relieve the assigning Limited Partner or Assignee of his or her duties and obligations unless the General Partners agree in writing to release the Limited Partner or Assignee. (e). There shall be no restrictions on the assignment of DUCs except as provided in this Article. 4. Termination of Depositary Agreement. The Corporate General Partner may terminate the Depositary Agreement and require the Assignees to become Substitute Limited Partners, and may take any other action not adverse to the interests of the Assignees or the Limited Partners with respect to the manner in which DUCs or Limited Partnership Interests are being or may be transferred or traded, as it may deem necessary or appropriate, in order to preserve the status of the Partnership as a partnership rather than an association taxable as a corporation for Federal Income tax purposes or to insure that Assignees will be treated as limited partners for Federal income tax purposes. If the Depositary Agreement is terminated for any reason, the sale, assignment or transfer of Interests shall not be subject to the provisions of Section 3(a), and Assignees shall not be required to pay any fees for any such sale, assignment or transfer.