Estate of Morton B. Harper, Deceased, Michael A. Harper, Executor - Page 7




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                           (a) Do any act in contravention of this                    
               Agreement, without first obtaining the written consent                 
               thereto of a “Majority in Interest of the Limited                      
               Partners” * * * [defined as limited partners holding                   
               more than 50 percent of the interest in the ordinary                   
               income of the partnership held by limited partners].                   
                           (b) Do any act * * * which would (i) make                  
               it impossible to carry on the ordinary business of the                 
               Partnership, or (ii) change the nature of the                          
               Partnership’s business, without first obtaining the                    
               written consent thereto of a Majority in Interest of                   
               the Limited Partners.                                                  
                           (c) Confess a judgment against the                         
               Partnership, without first obtaining the written                       
               consent thereto of a Majority in Interest of the                       
               Limited Partners.                                                      
                           (d) Possess Partnership property, or assign                
               the Partnership’s right in such property, for other                    
               than a Partnership purpose without first obtaining the                 
               written consent thereto of a Majority in Interest of                   
               the Limited Partners.                                                  
                           (e) Admit a person as a limited partner,                   
               otherwise than as permitted by this Agreement, without                 
               first obtaining the written consent thereto of a                       
               Majority in Interest of the Limited Partners.                          
                           (f) Elect to dissolve and wind up the                      
               Partnership, without first obtaining the written                       
               consent thereto of a Majority in Interest of the                       
               Limited Partners.                                                      
                           (g) Sell or reinvest 5% or more of the                     
               Portfolio (based on their fair market value) in a                      
               single transaction or in a related series of                           
               transactions, other than in the ordinary course of                     
               business, without first obtaining the written consent                  
               thereto of a Majority in Interest of the Limited                       
               Partners.                                                              
                           (h) Issue or sell new interests in the                     
               Partnership (or admit new partners in connection                       
               therewith) or permit the contribution of new capital to                







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