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Partner under this subparagraph (d) except for a prorata amount <br /> for that year in which the General Partner ceased to be a general <br /> partner. <br /> (e) Disposition Fee. The General Partner or its <br /> Affiliates may serve as exclusive agent of the Partnership for <br /> purposes of selling the Development or any portion thereof, and <br /> shall receive as compensation therefor, promptly after the <br /> closing of any sale of the Development to an unrelated third <br /> party, a Disposition Fee equal to six percent (6 of the gross <br /> proceeds of the sale; provided, however, that the Disposition Fee <br /> shall be reduced to three percent (3 of the gross proceeds if <br /> the Partnership is obligated to pay any person other than the <br /> General Partner or its Affiliates a fee or commission with <br /> respect to the sale of the Development or any portion thereof. <br /> (f) Transfer of General Partnership Interest. If the <br /> General Partner sells, assigns or otherwise transfers its <br /> interest as a General Partner, any amounts due the transferor <br /> General Partner, in its capacity as a general partner or as a <br /> third party under this Section 7.5, or due any Affiliate of it, <br /> and all rights to repayment of loans under Section 5.7 shall be <br /> assigned and shall inure to the benefit of the transferee General <br /> Partner, subject to all of the limitations set forth in this <br /> Agreement. <br /> (g) Subordination of Fees. The payment of any fees under <br /> this Section 7.5 shall be subordinated to the repayment of any <br /> loans made pursuant to Section 5.7. <br /> -33- <br />