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to their Sharing Ratios, or in such other proportions as the General Partners <br /> may agree)shall have 30 days from the date of expiration of the Partnership's <br /> Option to purchase all, but not less than all, of the Transferor's Partnership <br /> Interest, in accordance with the price and terms set forth in 9.2(b)(iv)(B) <br /> hereof. <br /> (D) If either the Partnership or the General Partners exercise their <br /> option, the Transferor shall be obligated to sell his/her interest to the <br /> exercising party or parties, so long as the entire interest described in the <br /> Transfer Notice is purchased. <br /> (E) If neither the Partnership nor the General Partners exercise its <br /> or their option, the interest described in the Transfer Notice may be <br /> transferred by the Transferor, but only to the Person or Persons set forth in <br /> the Transfer Notice,and upon the price,terms,and conditions set forth in the <br /> Transfer Notice. If such transfer is not effected within 30 days following the <br /> expiration of the General Partners'option,such interest shall again be subject <br /> to this Section 9.2(b)(iv). <br /> (F) The purchase price for a Partnership Interest acquired by the <br /> Partnership or General Partners pursuant to Section 9.2(b)(iv) shall be paid <br /> in nine (9) annual payments of principal and interest on the outstanding <br /> principal balance, commencing one year after closing and continuing on the <br /> following eight (8) consecutive anniversary dates of the closing thereafter <br /> until paid. The entire balance of the principal shall be paid on the tenth(10) <br /> anniversary date of the closing. Interest shall be computed at the long-term <br /> Applicable Federal Rate in effect at closing. The Partnership or General <br /> • Partner(s) shall give the seller an unsecured promissory note as evidence of <br /> such debt. Such note shall allow prepayment without penalty or premium. <br /> The purchase of the Partnership Interest pursuant to this Agreement will <br /> take place at a closing, held at 1:00 p.m. on the thirtieth(30th)day after the <br /> date on which the General Partner(s) have delivered written notice of the <br /> intention to cause the Partnership to purchase the Partnership Interest or at <br /> such other time as the parties may agree. At the closing, the Partnership <br /> will pay for the Partnership Interest and the Transferor will deliver <br /> assignments and certificates (if any) representing all of the Partnership <br /> Interest Transferred,duly endorsed, free and clear of all encumbrances,and <br /> with evidence of payment of all necessary transfer taxes and fees. <br /> (G) Notwithstanding any other provision of this Agreement,as to <br /> any Transfer under this Section 9.2(b)(iii),the General Partners shall impose <br /> such conditions of transfer, the performance of such acts, and the rendering <br /> of such covenants or undertakings by the Transferor and the Transferee of <br /> 462364.9 1/2/02 20 <br />