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(b) Transfer to Revocable Trust. A General Partner may,during his/her lifetime, <br /> transfer his/her interest as General Partner to a trust of which the General Partner is a trustee <br /> and is the primary beneficiary during his/her lifetime and which trust the General Partner <br /> retains the right to revoke. <br /> (c) Transfer to Related Person. A General Partner may transfer an interest as <br /> General Partner to a Related Person. <br /> (d) Transfer at Death. A General Partner may provide for the disposition of <br /> his/her interest as General Partner at his/her death to a Related Person,a trust,the beneficial <br /> interest of which is held by Related Persons or to another Partner. Such disposition at the <br /> General Partner's death may be pursuant to the General Partner's will or pursuant to a trust <br /> described in Section 9.1(b). If, as a result of any transfer under this Section 9.1(d) there is <br /> at any time more than one person and/or trust owning a portion of the General Partner's <br /> Partnership Interest(whether initially upon the General Partner's death,or subsequent thereto <br /> as a result of distributions from a trust, or for any other reason), then all of such persons <br /> and/or trusts owning a portion of the General Partner's Partnership Interest shall, as a <br /> condition to having any rights under this Partnership Agreement, deliver to the Partnership <br /> a certificate designating one such person or one such trustee (and up to two alternates) as <br /> having the absolute power and authority to receive notices for,make decisions for and bind <br /> all of such persons and authorizing the Partnership to rely on such certificate until and unless <br /> there is delivered to the Partnership a new certificate revoking the prior certificate and <br /> designating another person (and up to two alternates) to thereafter have such power and <br /> authority. <br /> (e) Agreement to be Bound. If a Transferee of a General Partnership Interest is <br /> admitted as a substituted General Partner, such Transferee shall also become a party to this <br /> Agreement as a General Partner and execute such documents and instruments as any other <br /> General Partner may reasonably request (including, without limitation, amendments to the <br /> Certificate) or as otherwise may be necessary or appropriate to confirm such Transferee as <br /> a General Partner in the Partnership and such Transferee's agreement to be bound by the <br /> terms and conditions hereof. The Transferee shall pay or reimburse the Partnership for all <br /> reasonable legal,filing,and publication costs that the Partnership incurs in connection with <br /> the admission of the Transferee as a General Partner with respect to the Transferred <br /> Partnership Interest. <br /> 9.2 Transfer of Limited Partnership Interests. <br /> (a) No Dissolution on Termination of Limited Partner. The death, disability, <br /> attempted withdrawal or bankruptcy of a Limited Partner or the death or disability of any <br /> person who shall succeed to any portion of the interest of a Limited Partner as hereinafter <br /> described shall not cause the dissolution or termination of this Partnership. The personal <br /> representatives, successors, conservators, or trustees, as the case may be (hereinafter, <br /> 462364.9 1/2/02 17 <br />