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indemnify the General Partners and hold it harmless from any of the foregoing, The General Partners is hereby authorized to withhold distributions if they determine in their sole discretion that such funds should be held as a reserve for indemnification, 8.9. Reimbursement of Expenses. The Administrative General Partner shall be entitled to reimbursement for all legal and auditing fees and expenses of agents and advisors, costs of insurance, and the cost of preparing the Partnership's tax returns, The Administrative General Partner shall also be entitled to reimbursement from the Partnership for direct and specific project expenses, overhead and administration costs, which shall include expenses connected with the distribution to and communication with Partners. The Administrative General Partner shall be entitled to a fee equal to 5% of the gross annual revenues as an asset/property management fee. In addition an affiliated company of the Administrative General Partner will act as a real estate broker and will receive a commission not to exceed I% of the price on the purchase and on the sale of the property, No Limited Partner shall be entitled to any share of any such sums paid to the Administrative General Partner or its affiliate. 8.10. Administrative and Development Fees. The General Partners shall not be entitled to any compensation for time, labor or overhead, except as specifically provided for in this Agreement. 9. Transferability of Partners' Interest. 9.1, Permitted Transfers. The interest of a Partner may be sold or transferred only: (a) to an entity in which the transferring Partner owns a 5 1 % or greater interest; (b) to the Partnership or to any Partner; (c) by testamentary disposition or by gift to a Partner's spouse or issue or to a trust fur such spouse or issue; (d) upon the sale of a Limited Partnership interest to a non partner, subject to the provisions of Paragraph 9.2. 9.2. Sale of Limited Partnersbip Interest. Except as set forth in Section 9.1.1, 9,2.2 or 9.2.3, the interest of a Partner in the Partnership only in its entirety, and on the following conditions. Any attempted transfer to any other person, including a transfer by operation of law, shall be void. 9.2.1, If any Partner ("Selling Partner") receives a bona fide offer to purchase all or any part of his Partnership interest, which offer the Selling Partner wishes to accept, the Selling Partner shall immediately notify the other Partners ("Remaining Partners") of the offer. The offer shall be communicated as provided in Paragraph 13 and shall include, the terms and conditions of the offer, the name of the person making the offer, the date on which the offer expires, and all other relevant information concerning the offer. Each Remaining Partner shall have 20 days after receipt of the offer, to inatch the price in the offcr by giving notice in writing to the Administrative General Partner specifying how much of the Selling Partner's interest he wishes to purchase, 1�itial 1,11 Aqrci�e�t � SI�t� An� 9. 1. 15�. I . 1� 1.4 80A-1 13