Common use of TERMINATED PARTNER Clause in Contracts

TERMINATED PARTNER. 7.9.1 If and when the General Partner becomes a Terminated Partner, its interest in the Partnership automatically shall be deemed to be converted to that of a Limited Partner who shall be a Terminated Partner for purposes of then applying the provisions of this Section 7.9. If and when a Partner becomes a Terminated Partner, (i) such Partner shall automatically cease to have any Approval or voting rights under this Agreement or with respect to the Partnership, except as provided in Section 5.1.6.1, (ii) upon the election of the Partner who is not the Terminated Partner (the "Electing Partner"), given by notice from the Electing Partner to the Terminated Partner (a "Purchase Notice") at any time after a Partner becomes a Terminated Partner, sell the Terminated Partner's interest in the Partnership to the Partnership (or to the other Partner or its designee as set forth in Section 7.9.4), at a price (the "Buy-Out Price") to be determined as hereinafter provided. The Electing Partner shall notify the Terminated Partner in writing of its election (exercisable at any time after a Partner becomes a Terminated Partner) under clause (ii), above, and (iii) the other provisions 1.1) shall apply. If a Purchase Notice has been given under clause (ii) above, the Electing Partner and the Terminated Partner shall attempt to agree upon the Buy-Out Price of the Terminated Partner's interest in the Partnership. If such agreement is not reached within thirty (30) days after the notice of election is given, the Terminated Partner, on the one hand, and the Electing Partner, on the other hand, shall each, within ten (10) additional days, appoint an M.A.I. accredited appraiser by notice to the others. The two appraisers so appointed shall, within five (5) additional days, appoint a third M.A.I. accredited appraiser and the three appraisers shall meet to determine the gross proceeds that would have been received by the Partnership if the Partnership sold, on the Termination Date, all of its assets (including the Investment) for cash at their then fair market value, less all costs and expenses of sale, including closing costs, real estate brokerage commissions and fees, title insurance premiums and escrow fees, appropriate reserves and legal and other expenses incident to such sale (the "Appraised Value"). The Appraised Value shall equal the average of the appraised values determined by each of the two appraisers whose appraisals are closest to each other. The cost of such appraisal shall be borne 50% by the Partnership and 50% by the Terminated Partner. The Buy-Out Price shall equal the amount the Terminated Partner would receive under Section 4.2.3, if all of the assets of the Partnership were sold to a third party for the Appraised Value and the Partnership were liquidated, after withholding therefrom any damages determined to be payable by the Terminated Partner under Section 5.5.3 by reason of the Terminated Partner's Major Default for all periods. If the Partnership redeems the Terminated Partner, there shall be no discount in the Buy-Out Price for any encumbrances to which such redeemed interest is subject, but the Partnership shall apply the proceeds of such redemption to satisfy such encumbrances instead of making distributions thereof to the Terminated Partner to the extent required by law (such distributions being deemed for all purposes to have been made to the Terminated Partner by the Partnership and then paid by the Terminated Partner to satisfy such encumbrances). If the interest of the Terminated Partner is purchased by the other Partner (or its designee), and not by the Partnership, pursuant to Section 7.9.4, the Buy-Out Price for the Terminated Partner's interest as determined above shall be reduced to the extent the other Partner or its designee acquires the Terminated Partner's interest subject to (or assumes) the encumbrances on such interest at the closing. Within ten (10) days following the determination of the Buy-Out Price, the Electing Partner may elect, in its sole and absolute discretion, by notice to the Terminated Partner, to rescind any notice pursuant to this Section 7.9.1, in which event the right to elect to cause the Terminated Partner to sell its interest to the Partnership or to the other Partner (or its designee) pursuant to this Section 7.9.1 as a result of the event(s) which led to the Purchase Notice (but not any future event which would authorize any such notice) shall no longer be of any force or effect. 7.9.2 The purchase and sale of the Terminated Partner's interest in the Partnership pursuant to this Section 7.9 shall be consummated on or before the thirtieth (30th) day following the date upon which the Buy-Out Price was determined (whether by agreement of the Terminated Partner and the Electing Partner or by appraisal), at the offices of the Partnership, or at such other time and place as may be agreed upon by the Terminated [38] 43 Partner and the Electing Partner. At the closing, the Terminated Partner shall execute and deliver to the Partnership (or the Electing Partner or its designee, as appropriate) such instruments of assignment, conveyance and transfer as the Electing Partner(s) may reasonably deem necessary or appropriate to consummate the purchase and sale, and the purchaser shall issue its recourse promissory note payable to the Terminated Partner in the amount of the BuyOut Price (adjusted for encumbrances to the extent provided in Section 7.9.1), bearing interest at an annual rate equal to the Prime Rate, with interest compounded quarterly, and all principal and accrued interest being payable on the date which is twenty-four (24) months after the closing (and with prepayment being allowed at any time without penalty). 7.9.3 Following the closing date, the Partnership shall indemnify and hold the Terminated Partner harmless from and against all liabilities of the Partnership arising from acts taken or omitted to be taken by the Partnership after the date on which the closing occurs of the sale of the Terminating Partner's interest to the Partnership (or to the Electing Partner or its designee, as appropriate). 7.9.4 The Partnership shall fund the purchase of the Terminated Partner's interest pursuant to this Section 7.9 by borrowings or, if the remaining Partner so Approves, by additional Capital Contributions from the remaining Partner, such borrowings or Capital Contributions to occur when needed to make the required payments of the Buy-Out Price. If the remaining Partner so Approves, the interest of the Terminated Partner shall be purchased by such remaining Partner or its designee, which designee may be admitted as a Limited Partner hereunder (or if the General Partner is the Terminated Partner, as the General Partner hereunder) upon the date of the closing of the purchase of the Terminated Partner's interest in order to avoid a termination of the Partnership. 7.9.5 The provisions of this Section 7.9 have been agreed to by the Partners for the reasons set forth in Section 7.7.

TERMINATED PARTNER. 7.9.1 If and when the General Partner becomes a Terminated Partner, its interest in the Partnership automatically shall be deemed to be converted to that of a Limited Partner who shall be a Terminated Partner for purposes of then applying the provisions of this Section 7.9. If and when a Partner becomes a Terminated Partner, (i) such Partner shall automatically cease to have any Approval or voting rights under this Agreement or with respect to the Partnership, except as provided in Section 5.1.6.1, (ii) upon the election of the Partner who is not the Terminated Partner (the "Electing Partner"), given by notice from the Electing Partner to the Terminated Partner (a "Purchase Notice") at any time after a Partner becomes a Terminated Partner, sell the Terminated Partner's interest in the Partnership to the Partnership (or to the other Partner or its designee as set forth in Section 7.9.4), at a price (the "Buy-Out Price") to be determined as hereinafter provided. The Electing Partner shall notify the Terminated Partner in writing of its election (exercisable at any time after a Partner becomes a Terminated Partner) under clause (ii), above, and (iii) the other provisionsprovisions applicable by reason of becoming a Defaulting Partner (including Sections 7.9.5 and 8. 1.1) shall apply. If a Purchase Notice has been given under clause (ii) above, the Electing Partner and the Terminated Partner shall attempt to agree upon the Buy-Out Price of the Terminated Partner's interest in the Partnership. If such agreement is not reached within thirty (30) days after the notice of election is given, the Terminated Partner, on the one hand, and the Electing Partner, on the other hand, shall each, within ten (10) additional days, [37] 42 appoint an M.A.I. accredited appraiser by notice to the others. The two appraisers so appointed shall, within five (5) additional days, appoint a third M.A.I. accredited appraiser and the three appraisers shall meet to determine the gross proceeds that would have been received by the Partnership if the Partnership sold, on the Termination Date, all of its assets (including the Investment) for cash at their then fair market value, less all costs and expenses of sale, including closing costs, real estate brokerage commissions and fees, title insurance premiums and escrow fees, appropriate reserves and legal and other expenses incident to such sale (the "Appraised Value"). The Appraised Value shall equal the average of the appraised values determined by each of the two appraisers whose appraisals are closest to each other. The cost of such appraisal shall be borne 50% by the Partnership and 50% by the Terminated Partner. The Buy-Out Price shall equal the amount the Terminated Partner would receive under Section 4.2.3, if all of the assets of the Partnership were sold to a third party for the Appraised Value and the Partnership were liquidated, after withholding therefrom any damages determined to be payable by the Terminated Partner under Section 5.5.3 by reason of the Terminated Partner's Major Default for all periods. If the Partnership redeems the Terminated Partner, there shall be no discount in the Buy-Out Price for any encumbrances to which such redeemed interest is subject, but the Partnership shall apply the proceeds of such redemption to satisfy such encumbrances instead of making distributions thereof to the Terminated Partner to the extent required by law (such distributions being deemed for all purposes to have been made to the Terminated Partner by the Partnership and then paid by the Terminated Partner to satisfy such encumbrances). If the interest of the Terminated Partner is purchased by the other Partner (or its designee), and not by the Partnership, pursuant to Section 7.9.4, the Buy-Out Price for the Terminated Partner's interest as determined above shall be reduced to the extent the other Partner or its designee acquires the Terminated Partner's interest subject to (or assumes) the encumbrances on such interest at the closing. Within ten (10) days following the determination of the Buy-Out Price, the Electing Partner may elect, in its sole and absolute discretion, by notice to the Terminated Partner, to rescind any notice pursuant to this Section 7.9.1, in which event the right to elect to cause the Terminated Partner to sell its interest to the Partnership or to the other Partner (or its designee) pursuant to this Section 7.9.1 as a result of the event(s) which led to the Purchase Notice (but not any future event which would authorize any such notice) shall no longer be of any force or effect. 7.9.2 The purchase and sale of the Terminated Partner's interest in the Partnership pursuant to this Section 7.9 shall be consummated on or before the thirtieth (30th) day following the date upon which the Buy-Out Price was determined (whether by agreement of the Terminated Partner and the Electing Partner or by appraisal), at the offices of the Partnership, or at such other time and place as may be agreed upon by the Terminated [38] 43 Partner and the Electing Partner. At the closing, the Terminated Partner shall execute and deliver to the Partnership (or the Electing Partner or its designee, as appropriate) such instruments of assignment, conveyance and transfer as the Electing Partner(s) may reasonably deem necessary or appropriate to consummate the purchase and sale, and the purchaser shall issue its recourse promissory note payable to the Terminated Partner in the amount of the BuyOut Buy-Out Price (adjusted for encumbrances to the extent provided in Section 7.9.1), bearing interest at an annual rate equal to the Prime Prime. Rate, with interest compounded quarterly, and all principal and accrued interest being payable on the [38] 43 date which is twenty-four (24) months after the closing (and with prepayment being allowed at any time without penalty). 7.9.3 Following the closing date, the Partnership shall indemnify and hold the Terminated Partner harmless from and against all liabilities of the Partnership arising from acts taken or omitted to be taken by the Partnership after the date on which the closing occurs of the sale of the Terminating Partner's interest to the Partnership (or to the Electing Partner or its designee, as appropriate). 7.9.4 The Partnership shall fund the purchase of the Terminated Partner's interest pursuant to this Section 7.9 by borrowings or, if the remaining Partner so Approves, by additional Capital Contributions from the remaining Partner, such borrowings or Capital Contributions to occur when needed to make the required payments of the Buy-Out Price. If the remaining Partner so Approves, the interest of the Terminated Partner shall be purchased by such remaining Partner or its designee, which designee may be admitted as a Limited Partner hereunder (or if the General Partner is the Terminated Partner, as the General Partner hereunder) upon the date of the closing of the purchase of the Terminated Partner's interest in order to avoid a termination of the Partnership. 7.9.5 The provisions of this Section 7.9 have been agreed to by the Partners for the reasons set forth in Section 7.7.

TERMINATED PARTNER. 7.9.1 If and when the General Partner becomes a Terminated Partner, its interest in the Partnership automatically shall be deemed to be converted to that of a Limited Partner who shall be a Terminated Partner for purposes of then applying the provisions of this Section 7.9. If and when a Partner becomes a Terminated Partner, (i) such Partner shall automatically cease to have any Approval or voting rights under this Agreement or with respect to the Partnership, except as provided in Section 5.1.6.1, (ii) upon the election of the Partner who is not the Terminated Partner (the "Electing Partner"), given by notice from the Electing Partner to the Terminated Partner (a "Purchase Notice") at any time after a Partner becomes a Terminated Partner, sell the Terminated Partner's interest in the Partnership to the Partnership (or to the other Partner or its designee as set forth in Section 7.9.4), at a price (the "Buy-Out Price") to be determined as hereinafter provided. The Electing Partner shall notify the Terminated Partner in writing of its election (exercisable at any time after a Partner becomes a Terminated Partner) under clause (ii), above, and (iii) the other provisionsprovisions applicable by reason of becoming a Defaulting Partner (including Sections 7.9.5 and 8. 1.1) shall apply. If a Purchase Notice has been given under clause (ii) above, the Electing Partner and the Terminated Partner shall attempt to agree upon the Buy-Out Price of the Terminated Partner's interest in the Partnership. If such agreement is not reached within thirty (30) days after the notice of election is given, the Terminated Partner, on the one hand, and the Electing Partner, on the other hand, shall each, within ten (10) additional days, [37] 42 appoint an M.A.I. accredited appraiser by notice to the others. The two appraisers so appointed shall, within five (5) additional days, appoint a third M.A.I. accredited appraiser and the three appraisers shall meet to determine the gross proceeds that would have been received by the Partnership if the Partnership sold, on the Termination Date, all of its assets (including the Investment) for cash at their then fair market value, less all costs and expenses of sale, including closing costs, real estate brokerage commissions and fees, title insurance premiums and escrow fees, appropriate reserves and legal and other expenses incident to such sale (the "Appraised Value"). The Appraised Value shall equal the average of the appraised values determined by each of the two appraisers whose appraisals are closest to each other. The cost of such appraisal shall be borne 50% by the Partnership and 50% by the Terminated Partner. The Buy-Out Price shall equal the amount the Terminated Partner would receive under Section 4.2.3, if all of the assets of the Partnership were sold to a third party for the Appraised Value and the Partnership were liquidated, after withholding therefrom any damages determined to be payable by the Terminated Partner under Section 5.5.3 by reason of the Terminated Partner's Major Default for all periods. If the Partnership redeems the Terminated Partner, there shall be no discount in the Buy-Out Price for any encumbrances to which such redeemed interest is subject, but the Partnership shall apply the proceeds of such redemption to satisfy such encumbrances instead of making distributions thereof to the Terminated Partner to the extent required by law (such distributions being deemed for all purposes to have been made to the Terminated Partner by the Partnership and then paid by the Terminated Partner to satisfy such encumbrances). If the interest of the Terminated Partner is purchased by the other Partner (or its designee), and not by the Partnership, pursuant to Section 7.9.4, the Buy-Out Price for the Terminated Partner's interest as determined above shall be reduced to the extent the other Partner or its designee acquires the Terminated Partner's interest subject to (or assumes) the encumbrances on such interest at the closing. Within ten (10) days following the determination of the Buy-Out Price, the Electing Partner may elect, in its sole and absolute discretion, by notice to the Terminated Partner, to rescind any notice pursuant to this Section 7.9.1, in which event the right to elect to cause the Terminated Partner to sell its interest to the Partnership or to the other Partner (or its designee) pursuant to this Section 7.9.1 as a result of the event(s) which led to the Purchase Notice (but not any future event which would authorize any such notice) shall no longer be of any force or effect. 7.9.2 The purchase and sale of the Terminated Partner's interest in the Partnership pursuant to this Section 7.9 shall be consummated on or before the thirtieth (30th) day following the date upon which the Buy-Out Price was determined (whether by agreement of the Terminated Partner and the Electing Partner or by appraisal), at the offices of the Partnership, or at such other time and place as may be agreed upon by the Terminated [38] 43 Partner and the Electing Partner. At the closing, the Terminated Partner shall execute and deliver to the Partnership (or the Electing Partner or its designee, as appropriate) such instruments of assignment, conveyance and transfer as the Electing Partner(s) may reasonably deem necessary or appropriate to consummate the purchase and sale, and the purchaser shall issue its recourse promissory note payable to the Terminated Partner in the amount of the BuyOut Buy-Out Price (adjusted for encumbrances to the extent provided in Section 7.9.1), bearing interest at an annual rate equal to the Prime Rate, with interest compounded quarterly, and all principal and accrued interest being payable on the [38] 43 date which is twenty-four (24) months after the closing (and with prepayment being allowed at any time without penalty). 7.9.3 Following the closing date, the Partnership shall indemnify and hold the Terminated Partner harmless from and against all liabilities of the Partnership arising from acts taken or omitted to be taken by the Partnership after the date on which the closing occurs of the sale of the Terminating Partner's interest to the Partnership (or to the Electing Partner or its designee, as appropriate). 7.9.4 The Partnership shall fund the purchase of the Terminated Partner's interest pursuant to this Section 7.9 by borrowings or, if the remaining Partner so Approves, by additional Capital Contributions from the remaining Partner, such borrowings or Capital Contributions to occur when needed to make the required payments of the Buy-Out Price. If the remaining Partner so Approves, the interest of the Terminated Partner shall be purchased by such remaining Partner or its designee, which designee may be admitted as a Limited Partner hereunder (or if the General Partner is the Terminated Partner, as the General Partner hereunder) upon the date of the closing of the purchase of the Terminated Partner's interest in order to avoid a termination of the Partnership. 7.9.5 The provisions of this Section 7.9 have been agreed to by the Partners for the reasons set forth in Section 7.7.

TERMINATED PARTNER. 7.9.1 If and when the General Partner becomes a Terminated Partner, its interest in the Partnership automatically shall be deemed to be converted to that of a Limited Partner who shall be a Terminated Partner for purposes of then applying the provisions of this Section 7.9. If and when a Partner becomes a Terminated Partner, (i) such Partner shall automatically cease to have any Approval or voting rights under this Agreement or with respect to the Partnership, except as provided in Section 5.1.6.1, (ii) upon the election of the Partner who is not the Terminated Partner (the "Electing Partner"), given by notice from the Electing Partner to the Terminated Partner (a "Purchase Notice") at any time after a Partner becomes a Terminated Partner, sell the Terminated Partner's interest in the Partnership to the Partnership (or to the other Partner or its designee as set forth in Section 7.9.4), at a price (the "Buy-Out Price") to be determined as hereinafter provided. The Electing Partner shall notify the Terminated Partner in writing of its election (exercisable at any time after a Partner becomes a Terminated Partner) under clause (ii), above, and (iii) the other provisionsSection 1.1) shall apply. apply If a Purchase Notice has been given under clause (ii) above, the Electing Partner and the Terminated Partner shall attempt to agree upon the Buy-Out Price of the Terminated Partner's interest in the Partnership. If such agreement is not reached within thirty (30) days after the notice of election is given, the Terminated Partner, on the one hand, and the Electing Partner, on the other hand, shall each, within ten (10) additional days, appoint an M.A.I. accredited appraiser by notice to the others. The two appraisers so appointed shall, within five (5) additional days, appoint a third M.A.I. accredited appraiser and the three appraisers shall meet to determine the gross proceeds that would have been received by the Partnership if the Partnership sold, on the Termination Date, all of its assets (including the Investment) for cash at their then fair market value, less all costs and expenses of sale, including closing costs, real estate brokerage commissions and fees, title insurance premiums and escrow fees, appropriate reserves and legal and other expenses incident to such sale (the "Appraised Value"). The Appraised Value shall equal the average of the appraised values determined by each of the two appraisers whose appraisals are closest to each other. The cost of such appraisal shall be borne 50% by the Partnership and 50% by the Terminated Partner. The Buy-Out Price shall equal the amount the Terminated Partner would receive under Section 4.2.3, if all of the assets of the Partnership were sold to a third party for the Appraised Value and the Partnership were liquidated, after withholding therefrom any damages determined to be payable by the Terminated Partner under Section 5.5.3 by reason of the Terminated Partner's Major Default for all periods. If the Partnership redeems the Terminated Partner, there shall be no discount in the Buy-Out Price for any encumbrances to which such redeemed interest is subject, but the Partnership shall apply the proceeds of such redemption to satisfy such encumbrances instead of making distributions thereof to the Terminated Partner to the extent required by law (such distributions being deemed for all purposes to have been made to the Terminated Partner by the Partnership and then paid by the Terminated Partner to satisfy such encumbrances). If the interest of the Terminated Partner is purchased by the other Partner (or its designee), and not by the Partnership, pursuant to Section 7.9.4, the Buy-Out Price for the Terminated Partner's interest as determined above shall be reduced to the extent the other Partner or its designee acquires the Terminated Partner's interest subject to (or assumes) the encumbrances on such interest at the closing. Within ten (10) days following the determination of the Buy-Out Price, the Electing Partner may elect, in its sole and absolute discretion, by notice to the Terminated Partner, to rescind any notice pursuant to this Section 7.9.1, in which event the right to elect to cause the Terminated Partner to sell its interest to the Partnership or to the other Partner (or its designee) pursuant to this Section 7.9.1 as a result of the event(s) which led to the Purchase Notice (but not any future event which would authorize any such notice) shall no longer be of any force or effect. 7.9.2 The purchase and sale of the Terminated Partner's interest in the Partnership pursuant to this Section 7.9 shall be consummated on or before the [38] 43 thirtieth (30th) day following the date upon which the Buy-Out Price was determined (whether by agreement of the Terminated Partner and the Electing Partner or by appraisal), at the offices of the Partnership, or at such other time and place as may be agreed upon by the Terminated [38] 43 Partner and the Electing Partner. At the closing, the Terminated Partner shall execute and deliver to the Partnership (or the Electing Partner or its designee, as appropriate) such instruments of assignment, conveyance and transfer as the Electing Partner(s) may reasonably deem necessary or appropriate to consummate the purchase and sale, and the purchaser shall issue its recourse promissory note payable to the Terminated Partner in the amount of the BuyOut Buy-Out Price (adjusted for encumbrances to the extent provided in Section 7.9.1), bearing interest at an annual rate equal to the Prime Rate, with interest compounded quarterly, and all principal and accrued interest being payable on the date which is twenty-four (24) months after the closing (and with prepayment being allowed at any time without penalty). 7.9.3 Following the closing date, the Partnership shall indemnify and hold the Terminated Partner harmless from and against all liabilities of the Partnership arising from acts taken or omitted to be taken by the Partnership after the date on which the closing occurs of the sale of the Terminating Partner's interest to the Partnership (or to the Electing Partner or its designee, as appropriate). 7.9.4 The Partnership shall fund the purchase of the Terminated Partner's interest pursuant to this Section 7.9 by borrowings or, if the remaining Partner so Approves, by additional Capital Contributions from the remaining Partner, such borrowings or Capital Contributions to occur when needed to make the required payments of the Buy-Out Price. If the remaining Partner so Approves, the interest of the Terminated Partner shall be purchased by such remaining Partner or its designee, which designee may be admitted as a Limited Partner hereunder (or if the General Partner is the Terminated Partner, as the General Partner hereunder) upon the date of the closing of the purchase of the Terminated Partner's interest in order to avoid a termination of the Partnership. 7.9.5 The provisions of this Section 7.9 have been agreed to by the Partners for the reasons set forth in Section 7.7.

TERMINATED PARTNER. 7.9.1 9.1 If and when the General Partner becomes a Terminated Partner, its interest in the Partnership automatically shall be deemed to be converted to that of a Limited Partner who shall be a Terminated Partner for purposes of then applying the provisions of this Section 7.9. If and when a Partner becomes a Terminated Partner, (i) such Partner shall automatically cease to have any Approval or voting rights under this Agreement or with respect to the Partnership, except as provided in Section 5.1.6.1, (ii) upon the election of the Partner who is not the Terminated Partner (the "Electing Partner"), given by notice from the Electing Partner to the Terminated Partner (a "Purchase Notice") at any time after a Partner becomes a Terminated Partner, sell the Terminated Partner's interest in the Partnership to the Partnership (or to the other Partner or its designee as set forth in Section 7.9.4), at a price (the "Buy-Out Price") to be determined as hereinafter provided. The Electing Partner shall notify the Terminated Partner in writing of its election (exercisable at any time after a Partner becomes a Terminated Partner) under clause (ii), above, and (iii) the other provisionsprovisions applicable by reason of becoming a Defaulting Partner (including Sections 7.9.5 and 8. 1.1) shall apply. If a Purchase Notice has been given under clause (ii) above, the Electing Partner and the Terminated Partner shall attempt to agree upon the Buy-Out Price of the Terminated Partner's interest in the Partnership. If such agreement is not reached within thirty (30) days after the notice of election is given, the Terminated Partner, on the one hand, and the Electing Partner, on the other hand, shall each, within ten (10) additional days, appoint an M.A.I. accredited appraiser by notice to the others. The two appraisers so appointed shall, within five (5) additional days, appoint a third M.A.I. accredited appraiser and the three appraisers shall meet to determine the gross proceeds that would have been received by the Partnership if the Partnership sold, on the Termination Date, all of its assets (including the Investment) for cash at their then fair market value, less all costs and expenses of sale, including closing costs, real estate brokerage commissions and fees, title insurance premiums and escrow fees, appropriate reserves and legal and other expenses incident to such sale (the "Appraised Value"). The Appraised Value shall equal the average of the appraised values determined by each of the two appraisers whose appraisals are closest to each other. The cost of such appraisal shall be borne 50% by the Partnership and 50% by the Terminated Partner. The Buy-Out Price shall equal the amount the Terminated Partner would receive under Section 4.2.3, if all of the assets of the Partnership were sold to a third party for the Appraised Value and the Partnership were liquidated, after withholding therefrom any damages determined to be payable by the Terminated Partner under Section 5.5.3 by reason of the Terminated Partner's Major Default for all periods. If the Partnership redeems the Terminated Partner, there shall be no discount in the Buy-Out Price for any encumbrances to which such redeemed interest is subject, but the Partnership shall apply the proceeds of such redemption to satisfy such encumbrances instead of making distributions thereof to the Terminated Partner to the extent required by law (such distributions being deemed for all purposes to have been made to the Terminated Partner by the Partnership and then paid by the Terminated Partner to satisfy such encumbrances). If the interest of the Terminated Partner is purchased by the other Partner (or its designee), and not by the Partnership, pursuant to Section 7.9.4, the Buy-Out Price for the Terminated Partner's interest as determined above shall be reduced to the extent the other Partner or its designee acquires the Terminated Partner's interest subject to (or assumes) the encumbrances on such [37] 42 interest at the closing. Within ten (10) days following the determination of the Buy-Out Price, the Electing Partner may elect, in its sole and absolute discretion, by notice to the Terminated Partner, to rescind any notice pursuant to this Section 7.9.1, in which event the right to elect to cause the Terminated Partner to sell its interest to the Partnership or to the other Partner (or its designee) pursuant to this Section 7.9.1 as a result of the event(s) which led to the Purchase Notice (but not any future event which would authorize any such notice) shall no longer be of any force or effect. 7.9.2 The purchase and sale of the Terminated Partner's interest in the Partnership pursuant to this Section 7.9 shall be consummated on or before the thirtieth (30th) day following the date upon which the Buy-Out Price was determined (whether by agreement of the Terminated Partner and the Electing Partner or by appraisal), at the offices of the Partnership, or at such other time and place as may be agreed upon by the Terminated [38] 43 Partner and the Electing Partner. At the closing, the Terminated Partner shall execute and deliver to the Partnership (or the Electing Partner or its designee, as appropriate) such instruments of assignment, conveyance and transfer as the Electing Partner(s) may reasonably deem necessary or appropriate to consummate the purchase and sale, and the purchaser shall issue its recourse promissory note payable to the Terminated Partner in the amount of the BuyOut Price (adjusted for encumbrances to the extent provided in Section 7.9.1), bearing interest at an annual rate equal to the Prime Rate, with interest compounded quarterly, and all principal and accrued interest being payable on the date which is twenty-four (24) months after the closing (and with prepayment being allowed at any time without penalty). 7.9.3 Following the closing date, the Partnership shall indemnify and hold the Terminated Partner harmless from and against all liabilities of the Partnership arising from acts taken or omitted to be taken by the Partnership after the date on which the closing occurs of the sale of the Terminating Partner's interest to the Partnership (or to the Electing Partner or its designee, as appropriate). 7.9.4 The Partnership shall fund the purchase of the Terminated Partner's interest pursuant to this Section 7.9 by borrowings or, if the remaining Partner so Approves, by additional Capital Contributions from the remaining Partner, such borrowings or Capital Contributions to occur when needed to make the required payments of the Buy-Out Price. If the remaining Partner so Approves, the interest of the Terminated Partner shall be purchased by such remaining Partner or its designee, which designee may be admitted as a Limited Partner hereunder (or if the General Partner is the Terminated Partner, as the General Partner hereunder) upon the date of the closing of the purchase of the Terminated Partner's interest in order to avoid a termination of the Partnership. 7.9.5 The provisions of this Section 7.9 have been agreed to by the Partners for the reasons set forth in Section 7.7.