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~`~~.. ~ (a) The disposition of all of the interests i.ts real estate of the Partnership; (b) The bankruptcy, resignation, insol:+ency, dissolution or permanent disability of the General Partner, sub,ect*_o the right cf the remaining Limited Partners to continue the Partnership as set forth in Article XIiI hereto, or the termination of t':ae General Partner as a partnership ur=der Iowa 2aa; or (c) The written consent or affirmative vote to dissolve the Partnership by unanimous consent of the Limited Partners. VZ. Each of the Partners shall have the perc::ntage of ownership and is contributing in cash the amount set forth opposite his name on Exhibit B hereto. VII. The Limited Partners are not obligated to make additional capital contributions. VIII. A Limited Paztner has no right to demand the return of his capital cantributi_~,n, except that, to the extent such funds are available after all debts and Tiabilities of the Partnership have been paid, the contributions of each Limited Partner are to be returned upon, and not before, dissolution and winding up of the Partnership. IX. Net profits, losses and gains on sales (including, without limita- tion, all losses of every 1Eind deductible for Federal income tax purposes), and available cash flow shall be distri'_:+!ted and apportioned one hundred percent (100%), to the Limited Partners ar.'! s.~ll be distributed and allocated among them in the same proportions as their respective contributions and percent of o~.rnership bear to the aggregate capital contributions and total ownership by ail the Limited Yar"ners. A sum equal to none percent ( none %) of cross annual receipts shall be paid as an operating expense to the General Par_ner .~s a management fee for managing the business and affairs of the Partnership, except the obtaining of replacement tenants for Nhich the local customary fees or charges may be made. X. Each Limited Par*ner stall have ti:e right to assign er otherwise dispose of his interest in the Partnazshix aG set forth in the Partnership Agreement provided that no such assignc~ shall become a Substitute Limited Partner without the consent of the General Paztner. The General Partner may not assign or other~:•is: dispose of his interest in the Partnership without the prior written approval of each Limited Partner. XI. T:~e General Partner may not admit additional Limited Partners, except with the prior written consent of all Limited Partners XII. No Limited Partner has priority over any other Limited Partner as to eontributions or as to compensation by way of income. XIIZ. Subject to the terms and conditions set forth in the Partnership Agreement, the Limited Partners may, upon the d•. at n, bankruptcy, resignation, _2_ ,._,