(1) (a) The Trustees of Hefitage Trust shall have the first option to purchase any or all of the Residential Property from the Marital Trust at the Fair Market Value (as defined in Clause THIRTEENTH) as determined by the Appraised Value (as defined in Clause THIRTEENTH). The Trustees of the Heritage Trust shall

han the affected Limited Partner or any Defaulting Partner) the opportunity to purchase a portion of such Limited Partner's Partnership Interest at the Fair Market Value thereof, including all or such portion of such Limited Partner's Unfunded Capital Commitment (calculated prior to giving effect to paragraph (i) ab

payable. c. The parties agree to the retention of Empire Valuation Consultants, LLC to determine the Purchase Price and to prepare an appraisal of the Fair Market Value of the Membership Interest as of the Transfer Date. 2. Acceptance and Admission as Substituted Member. a. The Purchaser hereby accepts the assig

basis for federal income tax purposes, except as follows: (i) the initial Book Basis of any asset contributed by a Member to the Company shall be the Fair Market Value of such asset; (ii) the Book Basis of any Company asset distributed to any Member shall be the Fair Market Value of such asset on the date of dis