pursuant
to Article 13 of the Agreement, shall be determined and allocated by the
Liquidator using such reasonable method of valuation as it may adopt.
The
General Partner, or the Liquidator, as the case may be, shall allocate such
aggregate value among the assets of the Partnership (in such manner as it
determines in its sole and absolute discretion to arrive at a fair market value
for individual properties).
If the Carrying Value of an asset has been determined or adjusted pursuant to
Section 1.B(2) or Section 1.B(4), such Carrying Value shall thereafter be
adjusted by the Depreciation taken into account with respect to such asset, for
purposes of computing Net Income and Net Loss.
E.
THE PROVISIONS OF THE AGREEMENT
(INCLUDING THIS EXHIBIT B AND OTHER EXHIBITS TO THE AGREEMENT) RELATING TO THE
MAINTENANCE OF CAPITAL ACCOUNTS ARE INTENDED TO COMPLY WITH REGULATIONS
SECTION 1.704-L(B), AND SHALL BE INTERPRETED AND APPLIED IN A MANNER CONSISTENT
WITH SUCH REGULATIONS.
IN THE EVENT THE GENERAL PARTNER SHALL DETERMINE THAT IT
IS PRUDENT TO MODIFY (I) THE MANNER IN WHICH THE CAPITAL ACCOUNTS, OR ANY DEBITS
OR CREDITS THERETO (INCLUDING, WITHOUT LIMITATION, DEBITS OR CREDITS RELATING TO
LIABILITIES WHICH ARE SECURED BY CONTRIBUTED OR DISTRIBUTED PROPERTY OR WHICH
ARE ASSUMED BY THE PARTNERSHIP, THE GENERAL PARTNER, OR THE LIMITED PARTNERS)
ARE COMPUTED; OR (II) THE MANNER IN WHICH ITEMS ARE ALLOCATED AMONG THE PARTNERS
FOR FEDERAL INCOME TAX PURPOSES, IN ORDER TO COMPLY WITH SUCH REGULATIONS OR TO
COMPLY WITH SECTION 704(C) OF THE CODE, THE GENERAL PARTNER MAY MAKE SUCH
MODIFICATION WITHOUT REGARD TO ARTICLE 14 OF THE AGREEMENT; PROVIDED, THAT IT IS
NOT LIKELY TO HAVE A MATERIAL EFFECT ON THE AMOUNTS DISTRIBUTABLE TO ANY PERSON
PURSUANT TO ARTICLE 13 OF THE AGREEMENT UPON THE DISSOLUTION OF THE
PARTNERSHIP.
THE GENERAL PARTNER ALSO SHALL (I) MAKE ANY ADJUSTMENTS THAT ARE
NECESSARY OR APPROPRIATE TO MAINTAIN EQUALITY BETWEEN THE CAPITAL ACCOUNTS OF
THE PARTNERS AND THE AMOUNT OF PARTNERSHIP CAPITAL REFLECTED ON THE
PARTNERSHIP'S BALANCE SHEET, AS COMPUTED FOR BOOK PURPOSES, IN ACCORDANCE WITH
REGULATIONS SECTION 1.704-1(B)(2)(IV)(Q); AND (II) MAKE ANY APPROPRIATE
MODIFICATIONS IN THE EVENT UNANTICIPATED EVENTS MIGHT OTHERWISE CAUSE THE
AGREEMENT NOT TO COMPLY WITH REGULATIONS SECTION 1.704-1(B).
IN ADDITION, THE
GENERAL PARTNER MAY ADOPT AND EMPLOY SUCH METHODS AND PROCEDURES FOR (I) THE
MAINTENANCE OF BOOK AND TAX CAPITAL ACCOUNTS; (II) THE DETERMINATION AND
ALLOCATION OF ADJUSTMENTS UNDER SECTIONS 704(C), 734 AND 743 OF THE CODE;
(III) THE DETERMINATION OF NET INCOME, NET LOSS, TAXABLE INCOME, TAXABLE LOSS
AND ITEMS THEREOF UNDER THE AGREEMENT AND PURSUANT TO THE CODE; (IV) THE
ADOPTION OF REASONABLE CONVENTIONS AND METHODS FOR THE VALUATION OF ASSETS AND
THE DETERMINATION OF TAX BASIS; (V) THE ALLOCATION OF ASSET VALUE AND TAX
64
BASIS; AND (VI) CONVENTIONS FOR THE DETERMINATION OF COST RECOVERY, DEPRECIATION
AND AMORTIZATION DEDUCTIONS, AS IT DETERMINES IN ITS SOLE DISCRETION ARE
NECESSARY OR APPROPRIATE TO EXECUTE THE PROVISIONS OF THE AGREEMENT, TO COMPLY
WITH FEDERAL AND STATE TAX LAWS,