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Capital Accounts are determined or maintained, it shall make the <br /> appropriate modification. Any such modification to this <br /> Agreement made by the General Partner in reliance upon the advice <br /> of counsel shall be deemed to be made pursuant to the General <br /> Partner's fiduciary obligation to the Limited Partners and no <br /> such modification shall give rise to any claim or cause of action <br /> by any Limited Partner. <br /> SECTION 6: PROFITS AND LOSSES; CREDITS; DISTRIBUTIONS <br /> 6.1. Definition of Profits and Losses. <br /> The terms "Profits" and "Losses" shall mean for each <br /> fiscal year or other period an amount equal to the Partnership's <br /> income or loss, or any items of income, gain or loss (except gain <br /> or loss or disposition of Partnership property), determined in <br /> accordance with the method of accounting used for federal income <br /> tax purposes by the Partnership in maintaining its books and <br /> records with the following adjustments: <br /> (a) any tax- exempt income shall be included as an item of <br /> gross income; and <br /> (b) any expenditure of the Partnership described in Section <br /> 705(a)(2)(B) of the Code or treated as such by Treasury <br /> Regulations Section 1.704- 1(b)(2)(iv)(i) shall be subtracted <br /> from income or loss. The determination shall also include any <br /> adjustments or other items the General Partner considers, with <br /> the advice of counsel, necessary or appropriate to assure <br /> compliance with the rules set forth in Treasury Regulations <br /> Section 1.704 -1(b). <br /> -19- <br />