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(b) Any and every amendn~ent to the Partnership
Agreement for the purposes of admitting any substituted Limited
Partner or General Partner and to execute whatever further
instruments may be requisite to effect the transfer of a
Li:rited oL GeneL~l PartnershiY ~nterest. Each of the parties
hereto does hereby further agree, whenever requested to do so,
to personally sign and swear to any such amendment and to
execute'whatever further instruments may be requisite to effect
the foregoing.
The Mana~ing General Partner shall be responsible for the
due execution and recording of all amendments.
16. To Whom Distributions Made. Unless named in this
Agreement or unless substituted as a Limited Partner as herein
provided, no person shall be considered a Partner, and the
Partnership, each Partner, and any other persons having
business with the Partnership need only deal with Partners so
named or so admitted. They shall not be required to deal with
any person by reason of an assignment or transfer by a Partner,
except as otherwise provided in this Agreeme~t. In the absence
of a transfer, in accorciance with this Agreement, of the legal
ownership of the Partnership Interest of a transferring L,imited
Pactner or General Partner, and payment by the Part~ership to
the one shown on the Pactnership Records as a Partner or to its
legal representatives, or tne assignee of the right to receive
Partnership distributions as provided in Paragraph 14(c), shall
acquit the Partnership of all liability to any other person who
may be interested in such payment by reason of an a~signment by
the Partners or by reason of his death, or for any other reason.
17. Termination. The Partnership shall be dissolvea and
i~s affaits wuunu up i~n ti~e fir5t f.o u~~ur Uf tY~e L~Ilowing:
(a) The withdrawal of the Managing General Partner,
provided that the idanaging General Partner shall not have the
right to retire from the Partnership without the written
consent of Fairfield and the Limited Partner having over 50$ of
the Limited Partn~rship Interests; or
(b) When the Managing General Partner, with the prior
written consent of the other General Partner and Limited
Partner having Limited Partnership Interests representing over
50$ of the Gimited Partnership Interests of the Limited
Partner, determines the Partnership.should be dissolved; or
(c~ The sale or other disposition of all or
substantially all of the Partnership assets; or
(d) The expiration of the Partnecship Term; or
an~c3~ eac~1` .
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