FIRST AMENDED PARTNERSHIP AGREEMENT

Partner promptly shall notify the TMP of the treatment of any Partnership item on the Limited Partner's federal income tax return which is or may be inconsistent with the treatment of that item on the Partnership return. (d) Any Partner who enters into a settlement agreement with the Internal Revenue Service with respect to any Partnership item shall notify the TMP of the terms of the agreement within 60 days from its date, and the TMP shall notify the other Partners of that settlement within 30 days of receipt of notification by the Partner entering into the settlement. (e) The TMP, or any Partner initiating any judicial proceeding if the TMP elects not to do so, shall notify all Limited Partners of any intention to initiate a judicial proceeding challenging the tax treatment of any Partnership item within 30 days from the date of a statutory notice of deficiency or denial of an administrative adjustment. (f) The TMP, on its own or at the request of a Limited Partner, may file a request for administrative adjustment on behalf of the Partnership if a majority in interest of Limited Partners having an interest in the outcome agree to the requested adjustment. (g) The TMP shall not extend the period of limitations for making assessments of any tax with respect to any Partnership item without a Majority Vote. 7.10. General Partner's Obligation to Operate the Development In Accordance with All Requirements. (a) The General Partner shall operate the Development in -37-