15
B. If the General Partner dies, his interest shall be converted to that of a
Limited Partner pursuant to Subsection 12.3(b). The personal representative, heirs, devisees or
successors of a deceased Partner may elect to become a Substituted Partner by sending written
notification to that effect to the Partnership within sixty (60) days after death. If the personal
representative, heirs, devisees or successors of the deceased Partner elect to sell all, but not less
than all, of the deceased Partner's interest, they shall send a notice of this election to the
remaining Partners within sixty (60) days after the date of death. If the personal representative,
heirs, devisees or successors fail to elect to become a Substituted Limited Partner or to offer to
sell all, but not less than all, of the interest of the deceased Partner, they shall be deemed to have
automatically elected to become Substituted Partners.
C. If the personal representative, heirs, devisees or successors of the deceased
Partner offer to sell all, but not less than all, of the interest of the deceased Partner, the Project
shall be valued pursuant to Subsection 9.4(h) hereof. After the interest is so valued, the
remaining Partners shall collectively have the right to purchase all, but not less than all, of the
deceased Partner's interest for the Adjusted Net Fair Market Value thereof in accordance with
Subsection 9.4(d).
D. Subject to the provisions of Subsection (b), the remaining Partners shall
have an option to purchase their proportionate shares of all, but not less than all, of the deceased
Partner's interest on the terms and conditions hereafter provided, exercisable by them at any time
within fifteen (15) days after the date the Adjusted Net Fair Market Value of the deceased
Partner's partnership interest is determined. If the remaining Partners fail to collectively elect to
buy all, but not less than all, of the interest of the deceased Partner, then the deceased Partner's
personal representative, heirs, devisees or successors shall automatically become Substituted
Partners and shall have the right to assign or sell their partnership interests as provided herein.
E. On exercise of an option to purchase the interest of a deceased Partner, the
remaining Partners who are under an obligation to purchase, shall pay to the person or persons
legally entitled thereto the purchase price for such interest in the following manner:
1. Twenty-five percent (25%) within ten (10) days after a value is
placed upon the Partner's interest, whether by agreement or appraisal, and the balance in forty-
eight (48) equal monthly installments commencing on the first day of January in the year
succeeding the year in which the option was exercised. If the Project is sold, the purchase price