ng allocations as of the last day of each fiscal year; provided, however that if during any fiscal year of the Partnership there is a change in any Partner's Partnership Interest, the General Partner shall make the foregoing allocations as of the date of each such change in a manner which takes into account the varying Partne

ubject to Section 9.1 hereof, no Partner or any assignee thereof shall have the right to sell, assign, or otherwise transfer all or any part of such Partner's Partnership Interest (the "Offered Interests") unless such Partner or assignee (the "Seller") first offers to sell the Offered Interests pursuant to the terms of this S