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7.3 Election of Successor General Partner. Upon the termination of status as a General <br /> Partner pursuant to Section 7.2 above, a Successor General Partner may be appointed by the <br /> surviving General Partner and a majority of the Limited Partners,which majority shall be determined <br /> by the Sharing Ratio of such Limited Partners. <br /> In the event a Person ceases to be a General Partner without having transferred all of its <br /> General Partnership Interest, such Person shall be treated as an Unadmitted Assignee. <br /> 8. Partner Acting as Both General Partner and Limited Partner. <br /> A General Partner may make contributions to the Partnership and share in the Profits and <br /> Losses of, and in distributions from,the Partnership as a General Partner. A General Partner may <br /> also make contributions to and share in Profits, Losses and distributions as a Limited Partner. A <br /> person who is both a General Partner and a Limited Partner has the rights and powers,and is subject <br /> to the restrictions and liabilities, of a General Partner to the extent of his/her participation in the <br /> Partnership as a General Partner, and also has the powers, and is subject to the restrictions, of a <br /> Limited Partner to the extent of his/her participation in the Partnership as a Limited Partner. Rights <br /> and powers affecting such person's Partnership Interest as General Partner shall not extend to his/her <br /> Partnership Interest as Limited Partner, and vice-versa. <br /> 9. Transfer of Partnership Interests. <br /> 9.1 Transfer of General Partnership Interests. Except as provided in this Section 9, the <br /> Partnership Interest of a General Partner in the Partnership may not be transferred in whole or in part. <br /> Any Transfer or attempted Transfer by a General Partner in violation of the preceding sentence shall <br /> be void, ab initio, and of no effect. The General Partner hereby acknowledges the reasonableness <br /> of the restrictions on Transfers imposed by this Agreement in view of the Partnership purposes and <br /> the relationship of the Partners. Accordingly, the restrictions on Transfer contained herein shall be <br /> specifically enforceable. The General Partners hereby further agree to hold the Partnership and each <br /> other Partner(and each other Partner's successors and assigns)harmless from any loss,cost,liability, <br /> damage, or expense (including, without limitation, liabilities for income taxes, attorney's fees and <br /> the costs of enforcing this indemnity) incurred by and such indemnified Person(s) as a result of a <br /> Transfer or attempted Transfer in violation of this Agreement. Except as is otherwise specifically <br /> provided,a Transferee of a General Partnership Interest shall become a Substituted General Partner <br /> only upon the written consent of all General Partners. The foregoing notwithstanding, without the <br /> prior written consent of the General Partners, a General Partner may Transfer all or any part of its <br /> Partnership Interest as follows: <br /> (a) Transfer of Limited Partnership Interest. A General Partner may transfer, <br /> pursuant to Section 9.2 hereof, any Limited Partnership Interest owned by such General <br /> Partner. <br /> 462364.9 1/2/02 1 6 <br />