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attri <br />prior <br />1001 <br />attrib <br />by th <br />of Sc <br />loss <br />been <br />distri <br />the <br />adopt. <br />other <br />Prop( <br />basis <br />For 1 <br />ascri <br />Section 3. Upon an issuance of additional Partnership Units in the Partnership for cash or <br />buted Property, the capital accounts of all Partners (and the Carrying Values of all <br />rship properties) shall, immediately prior to such issuance, be adjusted (consistent with the <br />ions hereof) upward or downward to reflect any unrealized gain or unrealized loss <br />table to each Partnership property (as if such unrealized gain or unrealized loss had been <br />sized upon an actual sale of such property at the fair market value thereof, immediately <br />o such issuance, and had been allocated to the Partners, at such time, pursuant to Paragraph <br />he Partnership Agreement). In determining such unrealized gain or unrealized loss <br />table to the properties, the fair market value of Partnership properties shall be determined <br />General Partner using such reasonable methods of valuation as he or she may adopt. <br />Section 4. Immediately prior to the distribution of any Partnership property in <br />lion of the Partnership pursuant to Paragraph 20 of the Partnership Agreement, the capital <br />is of all Partners (and the Carrying Values of all Partnership properties) shall, <br />lately prior to any such distribution, be adjusted (consistent with the provisions hereof and <br />ion 704 of the Code) upward or downward to reflect any unrealized gain or unrealized <br />ributable to each Partnership property (as if such unrealized gain or unrealized loss had <br />-.cognized upon an actual sale of each such property, immediately prior to such <br />[tion, and had been allocated to the Partners, at such time, pursuant to the terms of the <br />ship Agreement). In determining such unrealized gain or unrealized loss attributable to <br />perties, the fair market value of Partnership properties shall be determined by the General <br />using such reasonable methods of valuation as it may adopt. <br />Section 5. For the purposes of this Exhibit A, the following terms shall have the <br />gs indicated unless the context clearly indicates otherwise: <br />Value" means the fair market value of a Contributed Property as agreed to by the <br />ing Partner and the Partnership, using such reasonable method of valuation as they may <br />.g Value" means: (a) with respect to Contributed Property, the Agreed Value of such <br />, reduced (but not below zero) by all amortization, depreciation and cost recovery <br />ns charged to the Partners' capital accounts with respect to such property, as well as any <br />arges for sales, retirements and other dispositions of assets included in a Contributed <br />as of the time of determination; and (b) with respect to any other property, the adjusted <br />such property for federal income tax purposes as of the time of determination. The <br />Value of any property shall be adjusted in accordance with the principles set forth <br />A Property" means each Partner's interest in property or other consideration <br />services and cash) contributed to the Partnership by such Partner. <br />oses of this Exhibit, all other capitalized terms will have the same meaning herein as is <br />to them in the Partnership Agreement. <br />16 <br />