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(b) Member Unable to Live Indeoendentiv If a member becomes unable to live independently in the Cooperative by reason of physical or mental disability, the Board of Directors may, by written resolution, elect to purchase the Membership of such member and his/her appurtenant right of occupancy, in accordance with the provisions of Paragraph (c) of this Section 3.10. (c) Oplion of Coo;_erative to Purchase. If the member desires to leave the Project, he must notify the Cooperative in writing of such intention. The Cooperative will have an option for a period of.sixty (60) days commencing the first day of the calendar month following its receipt of such notice, but not the obligation, to purchase the Membership, together with all of the member's rights with respect to the .Dwelling Unit, at an amount the Cooperative determines represents the Transfer Value, less: (i) any amounts due by the member to the Cooperative under the Occupancy Agreement, and (ii) the cost of maintenance, including painting, redecorating, floor finishing, and such repairs and replacements the Cooperative determines are appropriate to place the Dwelling Unit in suitable condition for another occupant. The purchase by the Cooperative of the Membership will immediately terminate the member's rights, and upon such termination, the member will immediately vacate her/her Dwelling Unit. (d) Procedure When the Coo�)erative Does Not Exercise Option, If the Cooperative waives in writing its right to purchase the Membership under its. option, or if the Cooperative fails to exercise its option within the sixty (60) day period, the member may sell his Membership to any qualified person duly approved by the Cooperative as a member and occupant. If the member requests and the Cooperative .agrees to assist the member in finding a purchaser, the Cooperative will be entitled to charge the member an administrative service charge it deems reasonable for this service. When the transferee has been approved for Membership and has executed the prescribed Occupancy Agreement., the refiring member will be released of his obligations under his Occupancy Agreement, provided he has Ipaid all amounts due the Cooperative to the date of release. ;(i�) _T'ransfer value:. , Whenever the Board of Directors exercises the Cooperative's option to purchase a Membership, the term "Transfer Value" shall mean the down payment applicable to the Membership being transferred as set forth in Exhibit A- hereto with respect to the initial holder of that Membership, and with respect to each subsequent holder of that membership, the down payment made by such holder; plus (i) Annual Compounded Interest (as defined below) accrued during the N