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Partnership does not exercise its right to purchase the Transferring Partner's Partnership Units, <br />the Transferring Partner shall give written notice to the remaining Partners. The remaining <br />Partners shall have the right to purchase, on a pro rata basis, all (but not less than all) of the <br />Limited Partnership Units owned by the Transferring Partner_ at the price and upon the terms <br />which were offered to the Transferring Partner by the third party. Such option shall be exercised <br />within fifteen (15) days following the remaining Partner's receipt of the Transferring Partner's <br />notice. In the event that more than one, but less than all, of the remaining Partners exercises such <br />option, the Partners exercising such option shall purchase the Limited Partnership Units owned <br />by the Transferring Partner in such proportions as they agree and, if they cannot agree, in <br />proportion to their interests in the Partnership. In the event that neither the Partnership nor the <br />remaining Partners elect to exercises the foregoing options, the Transferring Partner may sell its <br />Limited Partnership Units in the Partnership to the offeror at a price, and on terms, no more <br />favorable to the offeror than those set forth in the notice given to the Partnership; provided, <br />however, that if said sale shall not be concluded within thirty (30) days from the date that is sixty <br />(60) days after the date the notice of receipt of such offer was sent to the General Partner, then <br />the terms and conditions of this subparagraph shall again apply in the case of any proposed sale <br />by the Transferring Partner. <br />8.04 Securities Compliance. Notwithstanding the preceding provisions of this <br />Article, no proposed or intended assignment, transfer or sale of a Partnership Unit shall be <br />effective, unless and until it appears, to the satisfaction of counsel for the Partnership, that such <br />assignment, transfer or sale will not be in violation of, or otherwise render the Partnership and/or <br />any Partner liable under, the Securities Act of 1933, as amended, and the rules and regulations <br />promulgated thereunder, or under the applicable state securities laws of any state or states. <br />8.05 Technical Termination. Notwithstanding the preceding provisions of this <br />Article, no sale or exchange of a Partnership Unit may be made if the Unit sought to be sold or <br />exchanged, when added to the total of all Partnership Units sold or exchanged within the period <br />of twelve (12) months prior thereto, would result in the termination of the Partnership under <br />Section 708 of the Code, or any successor section thereto. <br />8.06 Binding Effect. This Agreement, and the terms, conditions and restrictions set <br />forth herein, shall continue to apply to any Partnership Units transferred by a Partner in <br />accordance with this Agreement, and any such transferee shall, upon the consent of all of the <br />other Partners, be considered a substituted Limited Partner, but subject to the following <br />condition. As a condition to the admission of any transferee as a substituted Lhnited Partner, <br />such transferee shall execute and acknowledge such instruments, including the power of attorney <br />referred to below, in form and substance reasonably satisfactory to the General Partner, as the <br />General Partner may deem necessary or desirable to effect such admission and to confirm the <br />agreement of the person being admitted as such Limited Partner to be bound by all the <br />covenants, terms and conditions of this Agreement as the same may have been amended. <br />9 <br />