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(c) If the General Partner is removed pursuant to this <br /> Section 8.3, the Partnership or the sole remaining Partner shall <br /> pay the General Partner an amount equal to the sum of (1) and (2): <br /> (1) the lesser of (i) 85% of any fees due the General <br /> Partner under Section 7.5 and any amounts loaned the Partnership <br /> by the General Partner under Section 5.7 plus accrued interest <br /> thereon or (ii) 85% of the "net proceeds from a deemed sale of <br /> the Development and <br /> (2) 85% of any positive Capital Account balance of the <br /> General Partner after a deemed sale of the Development and a <br /> deemed liquidation of the Partnership, but prior to any deemed <br /> distributions upon liquidation. <br /> For purposes of this Section 8.3(c), the "net proceeds <br /> from a deemed sale of the Development" shall be equal to the fair <br /> market value of the Development plus the fair market value of <br /> other Partnership assets, including but not limited to cash and <br /> cash equivalents and excluding the Investor Note, less (i) a <br /> sales commission equal to 6% of the fair market value of the <br /> Development which shall be deemed payable to a third party and <br /> (ii) the outstanding balance of the Mortgages and any other <br /> obligations of the Partnership to third parties. <br /> The fair market value of the Development shall be <br /> determined as follows: The General Partner and the Limited <br /> Partner shall select a mutually acceptable independent MAI <br /> appraiser. In the event the parties are unable to agree upon an <br /> appraiser, the General Partner and the Limited Partner. shall each <br /> select an appraiser. If the difference between the two <br /> -47- <br />