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and not otherwise taken into account in computing Profits or Losses pursuant to this Section, <br /> shall be subtracted from such taxable income or loss; <br /> (c) If the book values of Partnership assets shall have been adjusted to the fair <br /> market values of the same by virtue of their contribution to the Partnership at values differing <br /> from their income tax bases or upon any other occasion described in Paragraph (b) of the <br /> definition of"Capital Account" above, gain or loss resulting from any disposition of such <br /> property with respect to which gain or loss is recognized for federal income tax purposes <br /> shall be computed by reference to the book values as so adjusted (net of any book depre- <br /> ciation thereon as described below), notwithstanding that the adjusted tax basis of such <br /> property differs from such adjusted book value; and <br /> (d) In the case of any asset the book value of which has been adjusted to fair <br /> market value as described above, in lieu of the depreciation, amortization, and other cost <br /> recovery deductions taken into account in computing such taxable income or loss,there shall <br /> be taken into account in each fiscal period an allowance for depreciation which shall be an <br /> amount which bears the same ratio to such beginning adjusted value as the federal income <br /> tax depreciation, amortization or other cost recovery deduction for such period bears to the <br /> beginning adjusted tax basis of such property to the Partnership. <br /> 2.17 Property. "Property"means the real property and improvements known as the Sylvan <br /> Dale Ranch and more particularly described on Exhibit A. <br /> 2.18 Related Person. As to any Partner, his or her Spouse, the lineal descendants of <br /> Maurice and Mayme Jessup, or trust created for the benefit of such related persons. In the event a <br /> Partner is a trust, the beneficiaries of such trust shall also be a Related Person. <br /> 2.19 Spouse. A person who is,at the time of transfer,or was,at the time of death, married <br /> to a lineal descendant of Maurice and Mayme Jessup. <br /> 2.20 Sharing Ratio. The"Sharing Ratio"of each Partner,in the Partner's capacities as both <br /> General and Limited Partner, if applicable,shall be as set forth in Exhibit B attached hereto and by <br /> this reference incorporated herein. <br /> 2.21 Substituted Partner. Any person admitted to the Partnership as a Partner and who <br /> acquires his/her Partnership Interest by Transfer from another person. <br /> 2.22 Transfer and Transferred. The passage of a legal or equitable interest in a Partnership <br /> Interest pursuant to a sale, exchange, gift, assignment, pledge, hypothecation, foreclosure or other <br /> conveyance,disposition or encumbrance,and including without limitation the passage of a legal or <br /> equitable interest in the Partnership Interest by judicial order, bequest, devise, intestate succession <br /> or other operation of law. <br /> 462364.9 1/2/02 7 <br />