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such interest,as may be necessary to evidence the Transferee's agreement to <br /> be bound by all terms and provisions hereof. The General Partners may, in <br /> their absolute discretion, withhold for any reason consent to a Transferee to <br /> become a Substituted Limited Partner, or, by unanimous action, may <br /> determine to allow such Transferee to become a Substituted Limited Partner. <br /> Absent such action by the General Partners,the Transferee shall be accorded <br /> the rights and privileges of an Unadmitted Assignee only with respect to the <br /> interest so Transferred. Anything herein to the contrary notwithstanding,the <br /> General Partners may divide and/or delay any purchase transaction herein <br /> contemplated in such manner as they shall reasonably determine to be <br /> necessary to avoid a termination of the Partnership for income tax purposes. <br /> (v) Transfers to General Partner; Trust Distributions. <br /> (A) Any Limited Partner or Transferee of a Limited Partnership <br /> Interest may from time to time voluntarily transfer all or part of his/her <br /> Partnership Interest to a General Partner at a price and terms agreed upon <br /> between such General Partner and the transferring Limited Partner or <br /> Transferee. <br /> (B) A Limited Partner that is a trust may, without the consent of <br /> the General Partners, transfer all or any portion of its Partnership Interest to <br /> a beneficiary of the trust pursuant to the terms of the trust. <br /> (c) Agreement to be Bound. If a Transferee of a Limited Partnership Interest is <br /> admitted as a substituted Limited Partner, such Transferee shall also become a party to this <br /> Agreement as a Limited Partner and execute such documents and instruments as the General <br /> Partners may reasonably request or as otherwise may be necessary or appropriate to confirm <br /> such Transferee as a Limited Partner in the Partnership and such Transferee's agreement to <br /> be bound by the terms and conditions hereof. The Transferee shall pay or reimburse the <br /> Partnership for all reasonable legal. filing, and publication costs that the Partnership incurs <br /> in connection with the admission of the Transferee as a Limited Partner with respect to the <br /> Transferred Partnership Interest. <br /> 9.3 Distributions and Allocations in Respect to Transferred Partnership Interests. If any <br /> Partnership Interest is Transferred during any Fiscal Year in compliance with the provisions of this <br /> Section 9, Profits, Losses, each item thereof, and all other items attributable to such Partnership <br /> Interest for such Fiscal Year shall be divided and allocated between the Transferor and the <br /> Transferee by taking into account their varying interests during such Fiscal Year in accordance with <br /> Code § 706(d), using any conventions permitted by law and selected by the General Partners. All <br /> distributions on or before the date of such allocation shall be made to the Transferor, and all <br /> distributions thereafter shall be made to the Transferee. Solely for purposes of making such <br /> allocations and distributions,the Partnership shall recognize such Transfer not later than the end of <br /> 462364.9 1/2/02 21 <br />