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The General Partner shall give written notice to the ~
Limited Partner of all of the terms and conditions of any ~
proposed sale together with a copy of the bona fide arm's '
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length agreement for such sale, and the Limited Partner shall f
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have ninety (90) days after the mailing or personal delivery of '
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the aforesaid notice to exercise said option by executing an !
agreement for sale in the same form as the aforesaid agreement (
for sale forwarded to the Limited Partner by the General Partner [
and deliverin the executed a reement for sale to the General ~
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Partner. The Limited Partner shall receive credit toward the ~
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~ purchase price of its interest in the partnership assets. E
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(2) Distributing the Partnership assets to the partners (
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in kind, each partner accepting an undivided interest in the assets, ~
subject to its liabilities, in full satisfaction of its interest. f
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Upon completion of the liquidation the Partnership shall be ;
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deemed completely dissolved and terminated. ~ '
C. Upon the dissolution and termination of the Partnership,
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the net proceeds of the sale or liquidation of the property of ~
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the Partnership, plus all other assets of the Partnership, herein- '
~ after collectively called the "liquidation proceeds", subject to ~
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~ the provisions of paragraph 8(c) above if the real property is -
~ sold before "Site Development" as defined therein (except if such
dissolution and termination is caused by the default of the Limited
Partner), shall, af ter the satisfaction of liabilities to Par~ner-
ship creditors, be distributed in the following order of priority:
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