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9.2.2. If the total of the offers of the Remaining Partners offering to <br />purchase ( "Accepting Partners ") equals or exceeds the interest the Selling Partner offered to sell, the <br />Accepting Partners shall become bound to purchase, and Selling Partner shall become bound to sell <br />his interest to the Accepting Partners on the terms of the offer. 'the portion of the price payable by <br />each of the Accepting Partners shall be the several, and not joint, obligation of each of the <br />Accepting Partners, and shall be paid to the Selling Partner. <br />If the total of the offers of the Accepting Partners equals the interest the <br />Selling Partner offered to sell, each Accepting Partner shall purchase the proportion of the Selling <br />Partner's interest specified in his notice. If the aggregate of the offers of the Accepting Partners <br />exceeds the interest the Selling Partner offered to sell, each Accepting Partner shall purchase that <br />proportion of the offered interest equal to such Accepting Partner's interest in the Partnership. <br />No later than 7 days after expiration of the period for the Remaining Partners <br />to exercise their rights under this article, the Administrative General Partner shall advise the <br />Partners of the amount payable by each Accepting Partner, and the Administrative General Partner <br />shall cause the interest of the Selling Partner to be eliminated and the interest of each of the <br />Accepting Partners to be increased by the respective portion of the Selling Partner's interest <br />purchased. <br />9.2.3. If the Remaining Partners do not offer to purchase all of the offered <br />interest of Selling Partner within 20 days after receipt of the Proposed Offer, the Selling Partner <br />may disregard all offers received from the Remaining Partners and may, within 30 days after the <br />20 -day period, dispose of his interest on the terms of the offer, provided that such sale shall not be <br />at a lower price or upon terms more favorable to the buyer than those specified in the offer, If the <br />Selling Partner can not sell his interest within said 30 day period, he may then only sell his interest <br />after re- offering it to the other Partners as set forth above. <br />9.3. Substituted Limited Partner. No Limited Partner shall have the right to <br />substitute an assignee for his capital contribution, and no transferee pursuant to paragraphs 9.1 and <br />9.2 of the whole or any portion of the Limited Partner's interest in the Partnership shall become a <br />substituted Limited Partner unless: (a) such assignee delivers to the Administrative General Partner <br />an agreement in writing to assume all of the obligations of Selling Partner under this Agreement; <br />and (b) the Administrative General Partner consents in writing to such substitution; the <br />Administrative General Partner may grant or withhold its consent in its sole and absolute discretion. <br />9.4. Election of General Partner. The Administrative General Partner may <br />elect to treat and assignee who has not become a substituted limited partner as a substituted limited <br />partner in the place of his assignor should the Administrative General Partner deem, in its sole <br />discretion, that such treatment is in the best interests of the Partnership. <br />9.5. Non - Termination, The Partnership shall not be terminated by the death, <br />insanity, bankruptcy, insolvency, dissolution, withdrawal, or expulsion of any Limited Partner, nor <br />Initial LP Agreement - Santa Ma 9.1.159.1.15 <br />15 <br />80A -114 <br />