EXHIBIT 4.4
No
assignment of the Depositary Units evidenced by a Depositary
Receipt will be registered on the books of Registrar and Transfer
Company (the “Depositary”) or of American Real Estate
Partners, L.P. (the “Partnership”) unless an
Application for Transfer of Depositary Units has been executed and
delivered by an assignee. An assignor of Depositary Units shall
have no duty to an assignee with respect to the requirement of
delivery of an executed transfer application in order for an
assignee to obtain registration of transfer of the Depositary
Units.
APPLICATION FOR TRANSFER OF DEPOSITARY
UNITS
The
undersigned (the “Applicant”) hereby applies for
transfer to the name of the Applicant of the Depositary Units
evidenced by a Depositary Receipt.
The
Applicant (i) agrees to be bound by the terms and conditions
of the Depositary Agreement (the “Depositary
Agreement”) among the Partnership, the Depositary and
American Property Investors, Inc. (the “General
Partner”) and the Depositary Receipt, (ii) requests
admission as a Substituted Limited Partner in the Partnership and
agrees to comply with and be bound by and hereby executes the
Amended and Restated Agreement of Limited Partnership of the
Partnership (the “Partnership Agreement”), and the
Depositary Agreement, (iii) represents and warrants that the
Applicant has all right, power and authority necessary to enter
into the Depositary Agreement and the Partnership Agreement,
(iv) appoints the General Partner the Applicant's attorney to
execute, swear to, acknowledge and file any document, including the
Partnership Agreement, an amendment of the Partnership Agreement
and the Certificate of Limited Partnership of the Partnership,
necessary or appropriate for the Applicant’s admission as a
Substituted Limited Partner in the Partnership and as a party to
the Partnership Agreement, (v) makes the powers of attorney
provided for in the Partnership Agreement and set forth below and
(vi) makes the waivers and gives the approvals contained in
the Partnership Agreement and the Depositary Agreement.
The
Applicant hereby constitutes and appoints the General Partner of
the Partnership (and any successor by merger, transfer, election or
otherwise) and each of the General Partner’s authorized
officers and attorneys-in-fact, with full power of substitution as
the Applicant’s true and lawful agent and attorney-in-fact,
with full power and authority in the Applicant’s name, place
and stead and for the
