7. TRANSFERS OF INTERESTS AND WITHDRAWALS

(D) Affects the status of the Partnership as a partnership for federal income tax purposes.

(ii) The election to continue the business of the Partnership after the withdrawal, adjudication of bankruptcy, or death of the General Partner and the election of a successor General Partner to continue the Partnership as provided in Section 9.1(a), which elections shall require unanimous approval of the Limited Partners; and

(iii) Any other action requiring the vote or consent of the Limited Partners as provided in this Agreement which action shall require the approval of the Limited Partners as may be provided therein.

(b) Request for Vote. The General Partner may call a meeting of the Limited Partners for a vote, or may call for a vote without a meeting. By Majority Vote the Limited Partners shall have the right to call for a meeting on any matter for which they are entitled to vote.

(c) Procedures. A Limited Partner shall be entitled to vote in accordance with his relative Percentage Interest: (1) at a meeting, in person, by written proxy or by a signed writing directing the manner in which he desires that his vote be cast, which writing must be received by the General Partner prior to such meeting; or, (2) without a meeting, by a signed writing directing the manner in which he desires that his vote be cast.

6.4 LIMITATIONS. A Limited Partner shall have no right or power to: (a) withdraw or reduce his or its contribution to the capital of the Partnership except as a result of the dissolution of the Partnership or as otherwise provided by law; (b) bring an action for partition against the Partnership or any Partnership asset; (c) cause the termination and dissolution of the Partnership, except as set forth in this Agreement; or, (d) demand or receive property other than cash upon any Distribution.

7. Transfers of Interests and Withdrawals

7.1 TRANSFERS AND WITHDRAWALS RESTRICTED. No Limited Partner may transfer an Interest in the Partnership or withdraw from the Partnership without the written consent of the General Partner, which consent shall be granted or withheld in the General Partner’s sole discretion. Upon an approved transfer, the assignee shall become a substituted limited partner only upon the General Partner’s further consent which consent shall be in addition to the consent of the General Partner required for any transfer and shall be granted or denied in the General Partner’s sole discretion.

7.2 CONDITIONS TO CONSENT. The consent to a transfer of an Interest and/or substitution as a Limited Partner may be conditioned upon any one or more of the following: