in full for the portion of the Defaulting Partner's Interest being purchased, (A) deliver a non-interest bearing, non-recourse promissory note with a maturity of no longer than 10 years (in a form and with a maturity approved by the General Partner), secured only by the Defaulting Partner's Interest being purchased by such Partner, and (B) assume the portion of the Defaulting Partner's obligation to make both defaulted and future Capital Contributions pursuant to its Commitment which are commensurate with the portion of the Defaulting Partner's Interest being purchased by such Partner. The General Partner shall handle the mechanics of making the offers set forth herein and shall in its discretion set time limits for acceptance. (iv) If the entire Defaulting Partner's Interest is not purchased in the manner set forth in subparagraph (in) above, the General Partner in its sole discretion may (A) offer the remaining Interest to a third party or parties on the same terms as originally offered to the Partners pursuant to subparagraph (in) above subject to the restnctions on transfer contained in Section 12.2 (in which case such third party or parties shall, as a condition of purchasing such Interest, become a party to this Agreement and after purchasing the Interest, shall be deemed automatically admitted to the Partnership), or (B) require the Defaulting Partner to forfeit, as liquidated damages, one-third of its remaining Interest in the Partnership (which forfeited Interest shall be allocated among the non-defaulting Partners in proportion to their respective Interests). (v) In addition to, or instead of, the other remedies and undertakings available to the General Partner pursuant to this Section 7.2(f), the General Partner may, in its sole discretion, reduce (effective on the date of the default) any portion of such Defaulting Partner's Commitment (which has not been assumed by another Partner) to the amount of the Capital Contributions (which have not been credited to another 67