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appraisals is within ten percent (10 of the lower of the two <br /> appraisals, the fair market value shall be the average of the two <br /> appraisals. If the difference between the two appraisals is <br /> greater than ten percent (10 of the lower of the two <br /> appraisals, then the two appraisers shall jointly select a third <br /> appraiser whose determination of fair market value shall be <br /> deemed binding on all parties. If the two appraisers are unable <br /> jointly to select a third appraiser, either the General Partner <br /> or the Limited Partner may, upon written notice to the other, <br /> request that the appointment be made by the then President of the <br /> San Francisco, California Chapter of the American Arbitration <br /> Association or his or her designee. The appraisals shall take <br /> into account the rent and occupancy restrictions affecting the <br /> Development and any restrictions under any loan agreements, <br /> regulatory agreements and the requirements of Section 23610.5 of <br /> the California Code, and the Code if applicable, and any increase <br /> in real property taxes owed by the Partnership that are triggered <br /> by the removal. Any transfer taxes owed by the Partnership that <br /> are triggered by the removal shall be paid by the removed <br /> Partner. The Partnership shall pay the cost of any appraiser(s) <br /> selected pursuant to this Section 8.3(c). <br /> (3) The purchase price shall be payable by means of a <br /> noninterest bearing note which shall be payable at the time the <br /> Partnership sells or otherwise disposes of the Development, to <br /> the extent of available proceeds. <br /> (4) Upon receipt of payment by the General Partner, the <br /> Partnership and its remaining Partners shall be completely <br /> -48- <br />