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"successors in interest"),of a Limited Partner shall succeed to his/her interest herein,and the <br /> Transfer of such interest to such persons shall be effected on the books of the Partnership <br /> subject, however, to their agreement to all of the terms and provisions of this Agreement. <br /> Notwithstanding the Transfers herein contemplated, such successors in interest shall be <br /> Unadmitted Assignees only with respect to the Partnership Interest of a Limited Partner, <br /> unless, the General Partners, in their discretion,acting unanimously,cause such successors <br /> in interest to be Substituted Limited Partners. <br /> (b) Restrictions on Transfers by Limited Partners and Transferees. Except as <br /> specifically provided herein, no Limited Partner nor any successor to any portion of the <br /> Partnership Interest of any Limited Partner shall Transfer the Limited Partnership Interest <br /> held, or any portion thereof. Any Transfer or attempted Transfer by a Limited Partner in <br /> violation of the preceding sentence shall be void,as ab initio,and of no effect. The Limited <br /> Partners and Transferees hereby acknowledge the reasonableness of the restrictions on <br /> Transfers imposed by this Agreement in view of the Partnership purposes and the <br /> relationship of the Partners. Accordingly,the restrictions on Transfer contained herein shall <br /> be specifically enforceable. The Limited Partners and Transferees hereby further agree to <br /> hold the Partnership and each other Partner(and each other Partner's successors and assigns) <br /> harmless from any loss, cost, liability, damage, or expense (including, without limitation, <br /> liabilities for income taxes,attorney's fees and the costs of enforcing this indemnity)incurred <br /> by and such indemnified Person(s)as a result of a Transfer or attempted Transfer in violation <br /> of this Agreement. No purported transfer shall be recognized on the books of the <br /> Partnership,and no rights to distributions or other incidents of ownership shall be accorded <br /> any purported Transferee, unless the provisions of this Section 9.2 are complied with in <br /> respect to such Transfer. Even if complied with, the Transferee shall not be a Substituted <br /> Limited Partner unless admitted as such by all General Partners. <br /> (i) Related Person. Any Limited Partner may transfer all or any part of <br /> his/her Limited Partnership Interest in the Partnership to any Related Person. <br /> (ii) Transfer at Death. A Limited Partner may provide for the disposition <br /> of his or her interest as Limited Partner at death or termination to a Related Person <br /> or to a trust(s)the beneficial interest of which is held by Related Persons as may be <br /> determined by such Limited Partner. The disposition of a Limited Partnership <br /> Interest at a Limited Partner's death or termination may be pursuant to the Limited <br /> Partner's Will or pursuant to a trust similar to that described in Section 9.1(b). If as <br /> a result of any Transfer under this Section 9.2(b)(ii), there is at any time more than <br /> one person and/or a trust owning a portion of the Limited Partnership Interest <br /> (whether initially upon the Limited Partner's death,or subsequent thereto as a result <br /> of a distribution from a trust,or for any other reason),then all of such Persons and/or <br /> trusts owning a portion of the Limited Partnership Interest shall, as a condition to <br /> having any rights under this Partnership Agreement, deliver to the Partnership a <br /> certificate designating one such Person or one trustee(and up to two(2)alternatives) <br /> 462364.9 1/2/02 18 <br />