Baine P. and Mildred C. Kerr - Page 9




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               Section 3.06 states that no person shall be admitted as a              
          general or limited partner without the consent of all general               
          partners, except as provided in article VIII of the agreements.8            
          Section 3.10(a) states that no other person may become a limited            
          partner of the partnerships except by way of a transfer permitted           
          under and effected in compliance with the partnership agreements.           
               Section 3.10(c) states that limited partners shall not be              
          entitled to the withdrawal or return of their contributions to the          
          partnerships except to the extent, if any, that distributions are           
          made pursuant to the partnership agreements or upon termination of          
          the partnerships.                                                           
               Section 8.01 states the general rule that no limited partner           
          or spouse of a limited partner shall make a “disposition” of an             
          interest in the partnership owned or held by him except with the            
          consent of the partnership and all other partners.  The term                
          “disposition” is defined in section 8.02 as any sale, assignment,           
          gift, exchange, transfer, change in beneficial interest of any              
          trust or estate, distribution from any trust or estate, change in           
          ownership of a corporate or partnership partner, or any other               
          disposition of a limited partnership interest, whether voluntary or         
          involuntary, direct or indirect.  However, section 8.02 states that         



               8  The pertinent sections of article VIII of the partnership           
          agreements are summarized infra pp. 9-10.                                   






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