Reciprocal Buy-Sell. If (I) the Partners are unable to reach agreement as to a Major Decision after ten (10) business days after either Partner notifies the other Partner in writing that an impasse has been reached on a Major Decision, or (ii) except as set forth in Section 7.2, either Partner, after January 1, 2003, desires to sell its interest in the Partnership at any time, either Partner may institute the following reciprocal buy-sell procedure (hereinafter referred to as the "Buy-Sell Procedure") by giving written notice (hereinafter referred to as the "Buy-Sell Notice") to the other Partner. The Partner giving a Buy-Sell Notice shall be referred to hereinafter in this Section 7.4 as the "Offeror" and the Partner receiving such notice shall be referred to hereinafter as the "Offeree." To be effective, the Buy-Sell Notice shall be in writing and shall state an amount in U.S. cash (hereinafter referred to as the "Buy-Sell Value"), as determined in the sole and absolute discretion of the Offeror, for use in determining Buy-Sell Price pursuant to Section 7.4(c) hereof (hereinafter referred to as the "Buy-Sell Price"). The Buy-Sell Notice shall constitute an irrevocable offer by the Offeror either to (I) withdraw from the Partnership in exchange for the Buy-Sell Price, as hereinafter defined, or (ii) permit the withdrawal of the Offeree from the Partnership in exchange for the Buy- Sell Price.