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General Partner for its partnership related interests, and the <br /> method of payment, provided for in Sections 8.3 and 10.2.2 <br /> reasonably reflects the fair market value of said interests based <br /> on its limited marketability. THE PARTIES FURTHER AGREE THAT AN <br /> EVENT BRINGING EITHER OF SAID SECTIONS INTO PLAY CONSTITUTES A <br /> MATERIAL BREACH OF THIS AGREEMENT BY THE GENERAL PARTNER; THAT, <br /> IN THE EVENT OF SUCH BREACH, THE ACTUAL DAMAGE TO THE PARTNERSHIP <br /> AND THE REMAINING PARTNERS WOULD BE EXTREMELY DIFFICULT OR <br /> IMPRACTICABLE TO DETERMINE; THAT PROOF OF ACTUAL DAMAGES WOULD BE <br /> COSTLY OR INCONVENIENT; AND THAT TO THE EXTENT THAT IT MIGHT BE <br /> CLAIMED THAT FAIR MARKET VALUE OF THE GENERAL PARTNER'S INTERESTS <br /> IS IN EXCESS OF THE AMOUNT TO BE PAID, CONSIDERING ALL OF THE <br /> CIRCUMSTANCES EXISTING ON THE DATE HEREOF ANY SUCH EXCESS IS A <br /> FAIR AND REASONABLE ESTIMATE OF THE DAMAGES THAT THE <br /> PARTNERSHIP AND REMAINING PARTNERS WOULD INCUR IN SUCH AN <br /> EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY CONFIRMS THE <br /> ACCURACY OF THE STATEMENTS MADE ABOVE AND AGREES THAT THE <br /> LIQUIDATED DAMAGES PROVIDED HEREIN SHALL BE THE SOLE REMEDY FOR <br /> SAID DAMAGES IF SAID INTEREST IS ACQUIRED PURSUANT TO ONE OF SAID <br /> SECTIONS. <br /> Initials: 4414 ,laV <br /> General Limited <br /> Partner Partner <br /> -64- <br />